An Insidious Fairy
by The Snazzy Hat
Summary: He isn't dead. That's a bit of a surprise. What's even more surprising is that now he's thrown into a world where magic is normal, and there is no such thing as Meisters, Weapons, Witches or the DWMA. It seems like paradise. Nothing could be further from the truth. After uncovering a sinister plot, Insidious, his newfoud friends and some of his old ones must destroy a new evil.
1. Chapter 1

His eyes opened. It was dark. Almost too dark to see. His senses slowly returned to him as he realised he wasn't dead. Why wasn't he dead? He thought back. His swords had impaled him, and the demon destroyed. Then he had died. So where was he now?

Pushing himself to his feet, he heard the clink of metal. He looked behind him. The broadsword he had dug up from his mother's grave was resting in its sheath on his back! With a shaky hand, he unsheathed the blade. Sure enough, it was whole and the runes glowing with their familiar purple energy.

"I guess that means the curse is broken. But how did it repair itself?" he wondered aloud.

Sheathing the broadsword, he noticed he was wearing his hat. Taking the wide brimmed witch's hat off his head, he saw that the silver dagger was still in its sheath. Drawing his black cloak back, he saw that he still had his ebony rapier as well! He didn't even need to look to notice the cool iron gauntlets covering his hands. His red eyes narrowed as he wondered what cosmic force had sent him here. Wherever here was.

Checking to make sure he had everything, he started walking towards the light at the end of the tunnel. It was so bright. He was almost out of the cave now. Just a few more steps…

Colour assaulted his eyes when the light cleared from his vision, he almost had to take a step backwards! Lush green hills rolled around under a crystal blue sky, with barely a fluff of white in the sky. It was beautiful!

"So… This is what heaven looks like?" he said to himself. He noticed he was in front of a dirt track leading to a small town. Hopefully he'd find out where he was there.

*v*v*v*

*v*v*v*

The town seemed peaceful enough from the outside. From the road, he saw shopkeepers going about their daily routines, people roaming about and children playing. But when he neared the town, the people began to act strangely. They pointed at him from up the road. Some started whispering. When he got closer the shopkeepers closed their doors, and so did many of the townspeople. By the time he got into the town, it looked deserted.

"Well that's welcoming." He snorted, his eyebrows lowering. He walked through the town, but no matter where he went, there was nobody on the streets! "Hello? Is anyone here?"

"Go away! We don't want your kind around here!" came a gruff shout from behind closed shutters.

"Yeah! Get lost Dark Guild scum!" shouted another, tossing a plant pot from her balcony. Before it could hit him, he whirled around, rapier drawn and sliced the plant in two, the bisected flower drifting slowly to the ground.

'What's a Dark Guild?' he thought to himself before sheathing the rapier again.

"You think you're so tough?! Take this!" shouted the first gruff voice before a frying pan came hurtling through the air. He caught it and whirled around, tossing it back through the closed shutters, smashing the wood with the blackened cooking instrument.

"Manfred! He killed Manfred!" wailed the woman.

People began to step out of their homes, carrying all the weapons they could find. Some were wielding kitchen knives, butcher's cleavers and frying pans, while others had woodcutting axes and mallets.

"You'll pay for that you Dark Guild scumbag!" shouted many of the mob, rushing in towards the cloaked figure in the centre. As the mob drew closer, he clicked his heels together and shouted.

"Seven League Boots! Fly!"

The cloaked figure was launched into the air and began running through the sky at a breakneck speed. When he was a good enough distance away, he let himself descend to the ground. Shrugging and turning his back on the village, he continued down the road. Hopefully the next village wouldn't be so hostile to him. And maybe he could find out what this so called 'Dark Guild' was.

*v*v*v*

*v*v*v*

Life in the Fairy Tail guild was nothing if not eventful. Between Natsu and Gray's fighting, Loke's womanizing and Cana's drinking, there was a lot going on. Erza felt that she should have been bothered by the sheer chaos of the guild she called home, but yet, she felt it strangely comforting. Erza was looking at the Request Board, looking for anything in particular that interested her. She wasn't really in the mood for an S Class mission, so she thought she'd just pick up an easy one to relax. Then she noticed something very interesting indeed.

"A suspected Dark Guild member terrorizing Guano Village?" She thought aloud. "Looks like I'll have to go and investigate."

*v*v*v*

*v*v*v*

The cloaked figure walked down the road, curly boots kicking at some loose stones. While he could have flown anywhere he wanted with his boots, he really just wanted to enjoy the beautiful scenery! He'd never seen hills or grass like this before. It was so pure, so colourful, so crisp! It was like he had never even seen colour until now!

A rumbling sound distracted him from his euphoria. Further up the track, he could see something moving very quickly. Some kind of car? Well this was a road after all. He stepped to the side of the road and kept walking. The vehicle in front of him seemed to slow down and come to a stop. Sitting at the front of the vehicle was a woman with red hair, most of her body covered in silver plate mail.

"Who are you?" he asked.

"I could ask you the same question." She said, getting down from the seat at the front. "Are you that Dark Guild member that's been terrorising Guano Village?"

"What the hell is a Dark Guild?" he asked.

"Don't play cute with me! Do you know who you're dealing with?!"

"Not a clue."

The woman scowled as a sword appeared in her hand. "I am Erza Scarlet of the Fairy Tail guild! And I'm here to take you down!"

The red eyed teen took the dagger from out of his hat and held it out in front of him. "I don't know how you did that, but I do know that I'm not going to let you drag me away to god knows where for no reason."

Without another word the woman charged in and slashed at the teen, who leapt backwards to avoid the attack. Digging his fingers into the road, he carved out a rune on the ground. As the woman swung at him again, the boy pointed at the rune and shouted. "Explode!"

Large chunks of rock and earth exploded from the ground and thumped against Erza's armour, even though Erza appeared to be unscathed.

'I've never seen any kind of magic like that before!' she thought. 'Just who is this kid?'

The teen rushed in with the silver dagger, blocking the sword with a sharpened iron hand and attacking with the dagger. Leaping back to avoid another strike from the sword, the teenager charged back at the woman. Erza decided that she had done enough fooling around. She didn't want to injure this child too badly, but she really had no choice anymore.

The sword glowed white as two magic circles appeared at either end of the sword. The light elongated and shifted until it became an axe! Smashing down with the blade of the axe, the teenager leapt into the air.

"Seven League Boots! Fly!"

He was launched into the air by his boots, but Erza had quickly requipped into her Heaven's Wheel armour and given chase. The kid scowled and stood in mid-air, drawing the black rapier at his belt.

"What kind of armour is that? It's like you want people to attack your stomach!"

"What makes you think I'll let you?" Erza replied, a faint grin on her face.

He charged in, using the wind at his heels to give him more speed. Erza barely had enough time to block the rapier attack before he stabbed at her exposed gut with the dagger. His arms blurred with the speed of the rapier thrusts, each attack only barely blocked in time. Erza yelled and summoned several swords and began to spin them around herself.

"Dance my blades!"

The blades flew through the air at frightening speeds and one sword ripped straight through his black cloak! The teenager was barely able to dodge the swords flying in his direction, let alone another of the woman's axe swings! He had to finish this, and quick! Sheathing the dagger, he reached into his cloak and pulled out a yellowed rectangle of paper. He threw it at Erza's forehead, where it stuck like flypaper. "Dominate!"

The teen buckled at the knees and fell to the ground, leaving Erza more than a little confused. She was just about to take the weird paper off her face when she wobbled slightly and fell to the ground as well before collapsing to her hands and knees, where she found she couldn't move her limbs!

"What did you do to me? Is this some kind of forbidden magic?"

Erza found her body standing up by itself! "I don't know what forbidden magic is, but I sure as hell didn't want to use my Domination Runes. I'm gonna wake up with the mother of all headaches after this. Now tell me what I want to know." The boy's voice came from her mouth.

"Who the hell are you?!" Erza shouted.

"My name is Insidious. I'm a Warlock from the Badlands. But I want to know what a guild is."

"You really don't know?" Erza tried to scowl.

The Warlock just sighed in exasperation. "Can you please tell me what I want to know? What's a guild, and why did those people in the village attack me on sight?"

"Fine. A guild is a collection of mages from across the kingdom of Fiore. The guild I belong to, Fairy Tail, is among the strongest of these guilds."

"Right. So what's a Dark Guild?"

"They are Guilds that have strayed from the path of good and serve only to create chaos and destruction."

Insidious narrowed Erza's eyes slightly. "Well I guess I look the part. But I'm no Dark Guild member. In fact, I don't think I've ever taken the life of anything that was even remotely human. I'll give you back your body now."

Erza felt feeling return to her arms and legs as Insidious got up from the ground and dusted himself off.

"So you don't belong to a Dark Guild?" she asked.

"Correct."

"And you are not responsible for terrorising that village?"

Insidious shrugged. "They did that all by themselves. I just walked into town and they started throwing things at me!"

The next thing Insidious knew, the woman was bowing in apology! "Please forgive my grievous error!"

"I-it's fine, really."

The woman was then up again, talking as if nothing happened. "You could always join Fairy Tail. We're always looking for strong new recruits."

Insidious thought for a while before shrugging. "I guess that couldn't hurt. It'll be good to have some friends around here."

*v*v*v*

*v*v*v*

Insidious looked out the window of what Erza had called a Magicmobile. It was a stupid name, but he couldn't really think of anything better. The more and more he saw, Insidious became steadily more convinced that he was in another world of some kind. One where magic was allowed to expand and flourish. It was beautiful.

Of course, it would be a lot better if his head wouldn't stop spinning like a friggin' merry-go-round! It was like his head was about to be split open like a melon!

'I swear, that's the last time I use a Domination Rune." He thought, but the mere act of thinking brought about another twinge of pain.

The Magicmobile came to a stop in front of a large building, the words 'Fairy Tail' emblazoned above the large door.

"We're here." Erza said, stepping down from the front of the vehicle.

Insidious opened the door and stretched. It was a long time since he'd stretched. He felt like he was still dead!

"Come on in, I'll introduce you around." Erza said, stepping through the door. Insidious followed her in, and almost immediately had to duck under a flying bar stool that was flung at his face! "Oh yeah, and you might want to keep your guard up."

Inside the building, it looked like all-out war. Almost everyone was fighting, one woman was drinking from an entire barrel, and several people were lying on the floor in an unconscious state!

"Excuse me for a moment." Erza said before shouting into the battlefield. "Natsu! Gray! Get out here!"

Almost immediately two people, one with pink hair and another with black hair leapt out of the wreckage with a terrified look on their faces. "Yes Erza?"

"This is Insidious. He wishes to join Fairy Tail." She said, indicating to the black cloaked warlock. Natsu and Gray looked at each other and back to Insidious.

"Is his name really Insidious?" the pink haired one asked. "That's kinda dumb."

"Erza, are you sure this guy doesn't belong to a Dark Guild?"

Erza replied with a harsh stare that seemed to get the message across, the two wizards in front of them cowered under her gaze. A blonde woman who had been hiding under a table before then poked her head out from under the table.

"Hey Erza! How's it going? I don't suppose you could do anything about the fighting, could you?" she asked.

"Don't worry Lucy, the Master will be here any second."

Insidious raised one of his eyebrows. "Master?"

A loud crash filled the air as a giant hulking form leapt down from the second floor! Insidious took a step back and put his iron clad hand on his rapier, but Erza gave him a death glare to stop him. Insidious slowly took his hand off his sword as a huge sweatdrop rolled down the back of his head.

'Scary! Almost as bad as a Maka Chop…'

"You idiots are fighting again?! What a disgrace! You should be ashamed of yourselves! Now stop fighting or I'll have to punish all of you!" the giant bellowed before shrinking down into a tiny old man. This greatly surprised Insidious as he looked cautiously at the tiny old man. The man then sighed slightly and turned to Erza. "So Erza, how did the job go?"

"Better than expected, Master Makarov. This is Insidious. He wishes to join Fairy Tail."

"Nice to meet you." Insidious said, extending an iron hand in greeting.

The old man reached up and shook his hand. "A pleasure! Interesting name by the way."

"So how do I join the guild? You can't just let anybody in, right?" Insidious asked.

"That is true. You've gotta prove to us that you can make it as a Fairy Tail wizard. Hmm… What to do, what to do…" he said, putting a hand to his chin as he strode over to the Request Board. "A quest for a holy sword? Nah, you look like you're well-armed enough. Clearing out a cave of trolls? Nah, that'll be far too difficult for you…"

Lucy came out from under the table and walked over to Insidious. "Hi, I'm Lucy! It's nice to meet you."

"Hey." He replied.

"So what kind of wizard are you?"

"There are different kinds? I always thought magic was magic." Insidious shrugged. He never saw many other witches, but from what little his mother told him, they had something to do with animals or aspects or whatever. Insidious didn't have any transformations but he more than made up for it with his rune magic.

"Of course there are! I'm a Celestial Wizard, meaning I can call upon the spirits of constellations!"

"That sounds pretty cool." Insidious said. "So what kind of magic does Erza use? When I was fighting her she made all these different swords and weapons. It was pretty interesting."

Lucy's eyes went wide, as did Natsu's and Gray's. "You fought with Erza?!"

Natsu looked over Insidious. "You don't even have a single scratch on you, ya liar!"

"She tore my cloak a little and gave me a massive headache, but that was about it. Though the headache was my fault." Insidious blanched a little. "I am never using that damn spell again."

The three wizards stood in shock at Insidious, the latter starting to get a little nervous.

"Will you all quit staring at me? It's kinda creepy."

"Ah hah! I have an idea!" shouted the Guildmaster, returning to Insidious. "If you want to join Fairy Tail, you have to have a rematch with Erza."

"Master Makarov, you can't be serious!" said a shocked Lucy.

"Eh?" Insidious asked. "Alright."

"What?!" shouted most of the guild.

"Hmph. As long as you don't use that Dominate spell again, I'll be happy to." Erza said before turning to the Guildmaster. "When do we begin?"

"Just fight out the back. If Insidious can last five minutes against Erza, he's more than made his place in Fairy Tail."

*v*v*v*

*v*v*v*

In a matter of moments, both the combatants were outside with Makarov standing off to the side as judge.

"Alright! This'll be a simple sparring match, so no lethal attacks! If Insidious can last five minutes against Erza, he'll become a fully-fledged member of Fairy Tail! Are both contestants ready?"

"Yeah." Insidious said, drawing out the rapier and dagger.

"Just so you know, I won't be going easy on you like last time." Erza said, summoning her twin swords.

"Oooh, so that's how he didn't get all beat up." Natsu said.

"You be quiet." Erza said.

"Eek!"

"Aaaand… Begin!" shouted Makarov.

Insidious was the first to arrive at the middle and blocked one of Erza's swords with the dagger. He thrust at the gap in the armour at her shoulder, but she knocked the sharp point out of the way with an armoured forearm. She swung viciously at Insidious, the latter only just dodging out of the way! Insidious sheathed his weapons and ducked low, scratching at the ground before he ran at Erza again. He leapt over one of Erza's swords and narrowly dodged the other, landing behind her. He scratched at the ground again before Erza rushed in to attack him. A big mistake.

"Teleport!"

Insidious disappeared into the earth and reappeared from the rune behind Erza. She was still looking where Insidious was when he slammed an iron fist into her armoured back, sending her flying. Guild members scrambled out of the way as Erza regained her balance in mid-air and landed on her feet.

"Wow, that's pretty impressive. Are you sure you're not part cat?" Insidious asked.

Erza was at that moment about the time she and Happy had switched bodies. It was not a pleasant experience. Unpleasant experiences tended to aggravate her, and Insidious reminded her of an unpleasant experience. Therefore and thusly…

Insidious' jaw dropped as a giant hammer was hurtling through the air towards him! Clicking his heels together, he shouted "Seven League Boots! Fly!" and was propelled into the air just before the axe came crashing down where he was just standing.

"Oh come on! He can fly too?!" Natsu exclaimed loudly.

"Just how many tricks has this guy got up his sleeve?" Gray wondered.

"Gray! Put your clothes back on!" Lucy screamed.

"So we're going to play this game again, are we?" Erza asked before requipping into her Heaven's Wheel armour and leaping up into the sky after him.

Insidious leapt off the air at Erza, using the gale force wind at his feet to speed up his movements. As the swords clashed, Erza noticed something. Insidious had put away his dagger! Insidious reached into his cloak pocket and pulled out another paper rune and stuck it to Erza's breastplate.

"Burn!"

Erza was obscured by a ball of fire and both the fireball and Insidious floated to the ground. When the fire cleared, it was revealed that Erza had changed her armour again! Her hair was slightly singed and there were small soot marks on her face, but she otherwise appeared unscathed!

"Fire Empress Armour. It'll reduce the damage of all your fire attacks by half." Erza explained, readying her new weapon.

"Well then, I guess I'd better stop using fire." Insidious smirked. This fight was getting even more interesting. Sheathing the rapier, he pulled out the large broadsword on his back, his sclera glowing purple.

"Whoa, his eye colour changed when he pulled out that sword!" Lucy exclaimed.

"Geez, and you say I'm Captain Obvious." A nearby flying cat muttered.

Insidious charged in again, the broadsword trailing in the wind. Erza parried the attack and struck with her burning blade, only narrowly missing Insidious' chest! Insidious floated again, but now only hovering around an inch above the ground. Tilting his feet, he sped around Erza with incredible speed, occasionally lashing out with the broadsword. While Erza tried to blast Insidious with fire magic and blocked his attacks, Lucy looked at the ground and noticed something.

'What's with all the scratch marks on the ground? Hang on, is that dirt on Insidious' claws?' She thought.

Insidious grinned as he landed back on the ground and stabbed the broadsword into the dirt.

"Collapse!"

The ground split and fractured around Erza as she struggled to maintain an easy footing. Insidious tore the broadsword out of the ground and pointed the tip directly at Erza.

"Witch's Lightning!"

As the crackling purple beam hit Erza, a huge brown dust cloud was thrown up around them. Insidious shielded his eyes with an armoured forearm and waited for the dust to clear. When it did, his jaw dropped in shock! Her armour had changed again, this time to a beautiful light blue and gold chestplate and a white and gold cloth robe underneath. Her weapon had changed as well, to a long spear with a wide blade.

"Damn it! How many stinking armours do you have?!" Insidious shouted.

Erza let herself a faint grin of pride. "I own over one hundred sets of armour and over two hundred different weapons! Allow me to show you another of my favourites."

Erza glowed again as her armour changed to a black set, with two bat like wings protruding out of her back. The weapon had changed again to a huge single bladed axe.

"This is my Black Wing armour. Now my attacks will be much stronger. So now I think it's time I go on the offensive."

Erza moved with blinding speed and Insidious only barely blocked the attack, but Erza was much stronger than before! He sidestepped and slackened his wrist, letting the axe drop into the ground while he forced the pommel of the sword into her forehead! Erza staggered backwards but Insidious was attacking again with Erza blocking his every attack! Insidious dropped to the ground and planted a hand on the rune.

"Flood!"

Water gushed from the rune and quickly advanced towards the bystanders in a rushing torrent.

"Ice Make: Wall!"

A wall of ice surrounded the water before it could touch any of the gathered wizards watching the battle unfold. Insidious activated his boots and leapt up into the air before he noticed that Erza's armour had changed again!

"You should have realised that elemental spells have no effect against me!" she said, raising her crystalline sword. "My Sea Empress armour protects me from water damage!"

"That's what I was counting on." Insidious grinned before pointing the broadsword at the water below. "Witch's Lightning!"

As the purple electricity hit the water, sparks ran up Erza's legs and caused her muscles to spasm, almost dropping her sword in the process. Her armour glowed again and changed back to the Black Wing armour and she soared up into the sky to Insidious.

"That really hurt! I have to say, you're a lot stronger than I first thought. You'll fit in well in Fairy Tail." She said. "Now let's finish this!"

Lucy looked over to the guildmaster. "Master Makarov, how much time does he have left?"

"Eleven… Ten…"

Insidious and Erza charged towards each other.

"Nine…"

Erza swung her sword as Insidious swung his, purple sparks arcing across the blade.

"Eight…"

The two swords clashed and an explosion of wind turned the water below to vapour and shattered the ice wall.

"Seven..!"

Insidious was struggling to hold his sword against Erza's, and she was forcing him down! Then something terrible happened.

Insidious, for whatever reason, sneezed.

His guard broke and he was sent hurtling to the ground.

"Sixfivefourthreetwoonetime'sup!"

An impact crater was formed underneath the twitching body of Insidious, the sword still in his hand.

"Perhaps I overdid it a little…" Erza sweatdropped.

"Doesn't matter! Insidious is now a part of the Guild! When he wakes up of course." Makarov said proudly.

*v*v*v*

*v*v*v*

Insidious woke up, and immediately regretted that decision. His entire body ached like he had been hit by a runaway freight train and he was covered in bandages. Once his eyes had adjusted to the surprisingly warm light, he saw that his clothes had been repaired from both his fights with Erza. But there was something different about his cloak now. While it was still black, the pentagram had changed to a dark red coloured version the same symbol that he had seen on the banner outside! Then he noticed that his gauntlets were sitting by the cloak, all polished and gleaming. He looked down at his mutilated hands and let out a depressed sigh. He didn't want to bring all the others down with his sad tales.

The door creaked open and a familiar bunch walked in.

"Hey Insidious! That was great man!" shouted the pink haired guy. "I don't think I've introduced myself. The name's Natsu! And this here is Gray!"

"Hey." Said the guy with dark hair.

Insidious looked at him, a large sweatdrop appearing on the back of his head. "Uh… Why aren't you wearing any clothes?"

"Huh? Augh!" he screamed.

"Sorry about that. Gray's sort of… special." Lucy explained.

"I see." Insidious said, though he didn't really have the faintest idea.

"That was indeed a good fight. You'll do well in Fairy Tail." Erza said with a smile on her face. "Just follow the rules and play nice and we'll treat you like family."

It was at that moment when Erza saw Gray and Natsu fighting again. Her eyes narrowed she she death stared the both of them before giving the death stare to Insidious. Just in case.

"Behave like those two idiots over there and you'll have me to answer to."

Insidious had never felt this scared since facing Lord Death for the first time. "Y-yes ma'am!" he said quietly, pulling the covers over his nose. When Insidious finally stopped cowering, Lucy looked over Insidious' hands. He noticed this and quickly reached for his iron gauntlets. "I guess you're wondering what happened to me. I guess I can't blame you."

"So what did happen?" Natsu asked, sitting down on the wooden floor.

"I don't want to bother you with it." Insidious said, clamping the gauntlets onto his ruined hands.

"We've all got our sad stories to tell. Why not tell us yours?" Gray asked.

"Yeah. I mean we can't get to know you if you don't tell us anything about yourself." Natsu added.

Insidious thought in silence for a while. This world was definitely different from the one he was used to. The one he grew up in. For the one thing, he hadn't sensed any Kishen Eggs around, not to mention that when he used his Dominate spell on Erza, she barely put up a fight! Maybe he was in a different world…

He'd have to alter his backstory somewhat.

"Where I came from, an area known as The Badlands, magic isn't only shunned, it's downright forbidden. Anyone caught practicing magic is systematically punished. Or worse."

"What? That's insane!" Natsu shouted.

"Why would anyone force others not to practice magic?" Erza pondered.

"When my mother and I were found out to be magic users, they had her executed. I watched her die right in front of my eyes. But not before they tortured me. Since I was too young to execute, they stuck my hands in a furnace and hacked away at them with blunt swords and knives. I managed to escape, but only after a week of being locked in a dark, dank cell."

The others were speechless, eyes wide with horror at the cruelty of the non-existent torturers. Though the wounds were all too real for Insidious' liking.

"Wait, how did you get out of there?" Lucy asked.

Insidious pulled a foot out from under the covers and showed her the pattern of scars. "I used an old rib bone I found in the cell to carve an Unlock rune into my foot. It's gotten me out of more situations than I care to think about."

"That seems pretty useful."

Insidious pulled himself into a seating position and leant back against the wall. "After I escaped I had been wandering the Badlands, dodging patrols out to get me and looting what I could. Eventually I found myself back at my hometown. There was no grave for my mother. It was like the entire village had completely forgotten about her. So it wasn't much of a surprise that when I got back home, the entire house had been reduced to ash and charcoal. But then I saw the handle of my mother's broadsword sticking out of the ashes. So I took it and continued on my way. Eventually I made my way here. I tried to go to a nearby village for directions and well… The rest is history."

Erza didn't seem very convinced. "You seem to be quite calm for someone who is recounting such a terrible experience."

"When you're wandering a dusty wasteland with not a thought in your head other than surviving and the death of your entire family, you tend to think things over a lot. After recovering my mother's sword I decided that there was no use clinging to the long dead. I could never forget her, or what happened to her. But there was nothing I could do except move forward. Besides, Mum never would have forgiven me if I lived my life moping about the past."

There was silence for a while as the whole story sunk in for everyone. He told it with enough detachment in his voice to make it sound like he really had moved on, but the memory of it still stung. He never got the chance to settle his score with Spirit.

"Well, you should get some rest for now. When you're well again, we'll see about officially integrating you into the Guild." Erza said, standing up and shaking Insidious' now gauntleted hand. "Welcome to Fairy Tail!"


	2. Chapter 2

Insidious walked through the guild hall, the new cloak on his back. He didn't quite know why, but he felt at home here surrounded by all these other spell casters. Even when he made his truce with the DWMA, he still felt like an outcast. Here, he was normal. Well, normal enough.

It hadn't really been decided where Insidious would be staying, so he decided to make a place of his own in the basement below the guild hall. All it took was a few well-placed earth runes and he had himself a nice underground house. Some of the other guild members had also provided him with some other things, like a bed and storage space.

Now Insidious was a member of Fairy Tail, he had the symbol imprinted on the palm of his right hand. It had grossed out a few of the guild members when he took the gauntlet off, but they didn't pry. Insidious sat down at one of the wooden tables around the guild hall and was passed a plate of food by a woman with white hair.

"Here you are. You look hungry." She said brightly.

"Thanks." Insidious said. "I don't think I caught your name."

"I'm Mirajane, but everyone just calls me Mira! I work here at Fairy Tail to make sure nothing really terrible happens. Or at least I try…"

"Sounds like an important job." Insidious said, taking a bite of his food, some red strips and this weird gooey yellow and white mass. "This stuff is really delicious. What is it?"

"Bacon and scrambled eggs! I'm glad you liked it!" she smiled.

*v*v*v*

*v*v*v*

The sky outside the classroom window was bluer than ever. White fluffy clouds drifted over the hot and barren Nevada desert, with barely a drop of rain between them. Maka found herself leaning against one of her arms, lost in thought. At least she found herself before Professor Stein did. It really wasn't like her to be daydreaming. But ever since Insidious died, nobody had quite been the same. Black Star was still… well, Black Star, Kid was obsessed with symmetry as ever and Maka was still a diligent student. But something had changed for all of them. But something didn't sit right with Maka. She didn't quite know what it was, but somehow she knew it had something to do with Insidious.

For the first time ever, a blackboard eraser bounced off Maka's forehead, sending her crashing to the ground.

"Please pay attention, Miss Albarn." Stein said before returning to the blackboard, with a faint grin on his face. He never thought he would ever get to do that.

"You okay Maka? Stein's never had to do that to you before." Soul asked, helping his partner up off the floor.

"I'm fine. I was just thinking about stuff." She said, getting back to her seat.

"Stuff?"

"Yeah, you know, stuff."

The professor at the front of the room cleared his throat before returning to the lesson. After the final bell rang, Maka was one of the first ones out of the Academy doors. She had too much to think about, so now she just wanted to relax and read a book. She could practice with her weapon transformations later.

Maka had only found out after the fight with the Kishen that she had somehow gained the ability to turn into a weapon. Her father, Spirit was unbelievably proud when he discovered this, after Maka's best efforts to hide it. She couldn't help it! When he walked in with that stupid look on his face her arm just turned into a scythe blade! He wouldn't shut up for five hours straight!

Finally reaching her apartment, she found Crona opening the door.

"Oh, hi Crona!"

"Hi Maka. How are you?" the androgynous weapon meister asked.

"I'm fine. How are you and Ragnarok getting along?" she asked.

"He's fine too. He's just taking a nap. I was going to stop by Miss Sophia's bakery to buy some more of that Kishen Bread. I could get some for you if you want."

"I'm alright thanks." She said.

Crona left for the bakery and Maka stepped inside. Soul had gone to visit Black Star and Tsubaki for some kind of anime marathon. Something about ninjas or pirates or whatever. So now she was all alone to enjoy a nice relaxing…

"Meow."

She knew it wouldn't be that easy.

"Hello Blair." Maka said as the cat witch weaved between her legs.

"Well that's not a nice greeting." The cat pouted. Maka walked over to the couch and sat down heavily before opening her book on a nearby table. Blair jumped up onto her lap and looked at the pages. "So what're you reading? A steamy romance novel?"

"I'm not like you, cat!"

Blair giggled a little before she fell silent, as if sensing something strange. Maka looked at the magical cat, who was pacing back and forth across the couch.

"What are you doing?" she asked. Blair stiffened and she whirled around.

"Maka, you have to run!"

"What?!"

But it was too late. A large purple circle on the ground formed underneath Maka and Blair, both of them sliding down into a black abyss. A figure in the shadows grinned and looked into the crystal ball in her hand.

"Master, the girl has been sent to Magnolia. She will no longer pose a threat to us."

"Excellent! The plan is proceeding exactly as I wanted it to." The ominous voice echoed through the now empty apartment. "Return to me at once, we have much to discuss."

"At once, Master." The woman said before melding back into the shadows.

Later, the door opened and the pink haired meister stepped inside, but immediately noticed something was off.

"Maka?"

*v*v*v*

*v*v*v*

"Maka. Hey Maka, wake up!" Blair in her human form said urgently, trying to shake Maka awake.

"Uhnn… Blair? What the heck happened?" she asked groggily, trying to get to her feet.

"I don't know. It was some kind of spell that sent us here." Blair said, looking around the room they were in. "But it wasn't like anything I've ever seen before."

The room they were in was filled with brown shipping boxes, some of them opened revealing nothing but straw inside them.

"Where are we?" Maka asked.

"I don't know. Wherever we are, it's certainly creepy. I took a look outside and we're on an island with this huge black tower thingy in the middle. We're on the bottom floor of it."

"A black tower?" Maka asked before she heard footsteps echoing from outside. "Blair! Hide!"

Blair turned into her cat form and dived under a low table while Maka leapt into one of the open crates. The door opened and two figure strode in.

"Are you sure it's safe enough here? The last time we were caught talking…"

"I know, but he won't find us here again. Now listen to me, and listen well. The Master's plan is going how he wants it, which means my plan is working as well. Are you sure you weren't seen?"

"Positive. Though I still have no idea why you wanted the girl here."

Maka heard the sound of a slap and felt the woman's body thump against the crate she was hiding in. "You have no place to doubt my plans. But rest assured, everything will reveal itself in the future. Once we have it of course." The man snapped.

"Y-yes. Of course Master." The woman said.

"Now come on. We need to get back to our posts."

The door closed behind the two people and Maka waited for the footsteps to fade into silence before climbing out of the crate.

"Blair?"

Blair dropped from the top of another crate onto Maka's shoulder. "Yes Maka?"

"We need to get out of here."

*v*v*v*

*v*v*v*

Insidious, Lucy, Gray, Natsu, Erza and Happy were returning from a job, and Insidious was still disturbed. Half the town had been destroyed because of them, and they had to pay for damages out of their reward!

"Why did you have hit him, Insidious?!" Lucy shouted.

"He started it. He attacked me because he didn't believe me when I said I was with you." Insidious shrugged.

"He was the mayor!"

"It's hardly your fault, but did you have to punch him through a wall?" Erza asked.

"It was either that or throwing him into a river."

Lucy sighed heavily. "At this rate I'll never get to pay my rent."

Several people on the street looked at the wizards as they marched down the street back to the guild.

"Why are they looking at us like that?" Lucy wondered aloud.

"It's not the good kinda starring." Happy said.

'I guess I shouldn't be surprised that cats can talk. After all, Blair could." Insidious thought.

"No, it doesn't seem like that. It looks more like pity."

Then they saw the guild hall. Huge metal columns jutted wildly out of the hall, which was almost reduced to rubble!

"What the hell happened here?" Natsu asked.

"We must have been attacked." Insidious said. "But by who?"

"That's not important right now! What we need to do is find out if anyone's injured!" Erza said, rushing towards the ruined guild hall.

*v*v*v*

*v*v*v*

Fortunately, nobody had been hurt. In fact, nobody had been in the guild hall when the attack had occurred!

"Just goes to show how cowardly those dunderheads in the Phantom Lord guild really are." Makarov spat.

Insidious was sitting in his room, thinking things over. Not even a day since he joined Fairy Tail and already there was an attack. He wasn't known to be a trouble magnet, so why was this happening? Pushing the thought to the back of his mind, he focused on stitching an Invisibility rune into his cloak. Hopefully it would come in handy.

Erza climbed down the trapdoor into Insidious' room. "Hey Insidious. Do you want to stay at Lucy's with us? I think it'd be better if we all stayed in the same place."

"It couldn't hurt." He shrugged, finishing the stitching and throwing the cloak on.

Later, Insidious and Erza arrived at Lucy's apartment. It slightly small, but it was comfortable enough.

'Reminds me of Maka's apartment.' Insidious thought, a feeling of sad nostalgia filling his mind. 'I wonder how she and the others are doing?'

Erza opened the door and she and Insidious stepped inside. "We're back."

The other three team members were sitting at a table to a strange dinner of a hideous looking fish and several other things that Insidious couldn't even identify.

"Hey Insidious. Glad you could make it!" Natsu said. "Hey, could you make some fire? I'm getting kinda hungry!"

"No fire in my apartment!" shouted Lucy.

"You'd better grab some food before it's all gone." Gray said, turning to Insidious. "Natsu can only hold off for so long."

Insidious sat down at the table and looked at the plate that had been set before him. "I have no idea what any of this stuff is."

All the others in the room sweatdropped. "Seriously?"

"Hey, it's called the Badlands for a reason! It's not like I had any food variety!" Insidious pouted.

"Well you'd better eat up anyway, unless you want Happy to make off with it."

As Insidious started eating, he noticed Happy and a strange white snowman thing sneaking off.

"Wow! You sure have a lot of dirty clothes!" Happy remarked as the snowman thing stuffed an oversized lollipop into its mouth.

"What are you doing?! Get out of my stuff! Stop that right now or you're both dead meat!" shouted Lucy.

"Hey Plue, did you find anything to eat? Come on, don't hog it all!" Natsu said.

"Hey Erza, I found some frilly panties you might like!" Happy said, holding up the offending article of clothing. Erza immediately dropped her wooden teacup and rushed over.

"I can't believe you'd actually wear something like this…"

Gray sighed and heaved himself onto Lucy's bed. "I need to get some sleep, so keep it down guys."

Insidious looked at the team with disbelief and confusion. Then again, he was pretty tired…

"Hey guys, I'm just gonna sleep under the bed, okay?" he said, sliding under the wooden bedframe.

"I'm not too sure I'm comfortable with that!" Lucy shouted.

Suddenly Erza lifted her head up and turned to the three boys.

"There's a serious problem."

Insidious launched himself out from under the bed, put a hand on his rapier and silently moved over to the door.

"Don't worry Insidious, it's nothing that involves combat." Erza explained. "It's simply a matter of hygiene. I refuse to sleep in a room that reeks of sweat. Insidious, you're the worst."

The two other boys complained while Insidious took a sniff at his underarm. He didn't smell that bad, did he? It was true that he hadn't bathed since moving into Death City, but that wasn't his choice. He'd been bound and gagged before being dumped into a bathtub filled with boiling water. He grimaced as he relived that painful memory. Maka really took personal hygiene seriously…

"Come on boys, do we have to take a bath together like we used to?" Erza asked.

"What kind of a relationship did you three have?!" Lucy screamed.

"They're the strongest team!" Happy cheered.

*v*v*v*

*v*v*v*

Lucy pulled back the curtain separating the living room from the bathroom. "Okay Natsu, you're up."

Natsu was asleep on the table and didn't respond.

"I could use a bath." Insidious shrugged.

Lucy sighed. "That's a relief. You smell like a dead person!"

Insidious paused in the doorway. That's right. He was dead wasn't he? But they didn't know that. Insidious closed the curtain behind him and removed his clothes and gauntlets before stepping into the bath. Even though the water was still only slightly hot, his hands burned like they were covered in fire! Gritting his teeth, he adjusted to the pain. He'd lived his entire life with it, so a little more didn't bother him. He thought about his life so far. His old life had ended when the battle with the Kishin ended. How did he get here? There was nothing in this world that was similar to the world he was used to. Magic was free and used for everything, Kishin didn't even exist, and neither did Meisters, Weapons or the DWMA! Even though he belonged here, he couldn't help but miss the old world, his old friends. And Sophia…

Ruined hands passing over the thick scars on his belly, he felt his eyelids drop over his eyes as he started to think again. There was something different about his magic in this world. Whenever he saw other people perform their magic, there were always these magic circles that formed. That didn't happen for him. So could he learn some new magic? But what kind of magic would he learn? Maybe he should ask Erza more about magic in this world.

Stepping out of the bath, he noticed that his clothes had gone missing! He looked through the entire bathroom, but his clothes and gauntlets had both gone missing!

"What the hell happened to my clothes?!" he shouted.

"Uh… About that…" Lucy's voice came from the living room.

"Your clothes were so dirty and disgusting that they had to be washed. Don't worry, I can give you another set." said Erza. A brief flash of light later and a set of folded blue pyjamas were handed through the curtain. Minutes later, Insidious was dressed again. It felt slightly weird knowing that he was wearing women's pyjamas, but they didn't look any different to men's pyjamas.

"So what's the deal with these Ten Wizard Saints?" Lucy asked Erza.

"It's an honour bestowed by the Magic Council. An extremely coveted title shared by the ten most powerful wizards on the continent." Erza explained.

"Whoa. Really?"

"Phantom Lord's Master Jose is one too." sighed Happy.

Insidious never really cared about meaningless titles or rankings. He never really could afford to in the Badlands, so he saw no reason to now.

"He is afraid!" shouted Natsu, slamming his hand on the table. "He's scared that Phantom has too many members for us to handle!"

"Could you please use your inside voice?" Lucy pleaded.

"That's not true and you know it." Gray pointed out. "The consequences of Fairy Tail going to war with Phantom are nowhere near worth the fight."

"Besides, if we were to fight, both guilds would be wiped out. Their strength equals ours" Erza explained. "Phantom's Master Jose is another of the Ten Wizard Saints, not to mention their squad of elite wizards known as the Element Four. However the biggest threat is Black Steel Gajeel, also known as the Iron Dragon Slayer. I believe he may be responsible for our guild hall's destruction."

"He's a Dragon Slayer too?!" Lucy shouted. "I thought Natsu was the only one!"

"Dragon Slayer?" Insidious asked. "Sounds dangerous."

"They are. So if he's the Iron Dragon Slayer, does that mean he eats iron?"

"I think it's a case of exactly what it says on the tin." Insidious said, flexing his ruined hand.

"If we need to fight him, then it's probably a good idea if we get some sleep. We don't want to be tired out before a battle even starts." Erza said.

Eventually the six wizards fell into sleep. But what awaited them in the morning was far from pleasant.

A sharp rapping on the door woke Lucy. Stepping over Natsu's sleeping from on the floor, she opened the door.

"Lucy, you need to come to the park! Something terrible has happened!"

"Mira? What is it?" she asked. "What's happened?"

"It's Phantom Lord! They've attacked our guild members!"

*v*v*v*

*v*v*v*

The six wizards had rushed to the park as fast as they could. There was already a crowd surrounding the tree where the three injured wizards were hanging by iron shackles embedded in the tree. The woman in the middle, one with blue hair, had a twisting symbol painted hurriedly onto her bare stomach. The two men on either side of her were equally bruised and battered.

"Oh my god!"

"No way…"

"Who would do something like this?"

"Levy!"

"Jet… Troy… Who would do something like this?" Natsu muttered dangerously. Insidious could hear his teeth grinding from where he was standing.

Most of the crowd was shocked, while some were speechless, others were on the ground sobbing. Then Makarov arrived. Needless to say, he was furious.

"I can take our headquarters being reduced to rubble… But I will not let harm come to my children without taking revenge!" His voice dripped with barely concealed rage. "We have no choice. THIS MEANS WAR!"

*v*v*v*

*v*v*v*

Insidious didn't join the rest of the Guild in the attack on Phantom Lord. He didn't know the three that had been attacked, or anything about who they were fighting. The others had objected at first, but Makarov said that he had a point. Instead he would be helping Lucy tend to the wounded. He could have just used one of his heal runes, but it was too late for that. They'd just have to let them heal on their own. Now he was walking Lucy around the town. A drop of water rolled down his hat and onto the cobblestones of the street.

"Strange. I didn't think it was going to rain today."

Rain continued to pour down on the two and Insidious hung his cloak over Lucy in an effort to keep her dry when footsteps reverberated through the now rain slicked streets.

"Drip, drip drop. Juvia is the Rain Woman."

Insidious and Lucy turned around to see a woman with blue hair in matching arctic clothing escorted by a freaky looking man with green hair and brown clothes.

"Bonjour mademoiselle and pardon me monsieur, but we believe you have something of ours." The man said as he wobbled.

"I don't think we've met before. Who are you?" Lucy asked. Insidious scowled as the Frenchman smiled and wobbled again.

"Pardon moi for not introducing myself earlier. My name is Sol, and this lovely madame is the rain woman Juvia Lockser. And we are of Phantom Lord's elite unit, the Element Four. We've been ordered to collect you and bring you back to the guild at once!"

"Not happening." Insidious growled as he whipped out his dagger and rapier and Lucy grasped her keys. Before he even knew what was happening, Insidious had been thrown against a wall and Lucy was encased in a ball of water!

"Non, non, non! You mustn't fight back Monsieur, not unless you want to keep your life, or more importantly, the life of the sweet mademoiselle Heartfilia." mocked Sol.

Lucy's eyes widened in horror and Insidious gritted his teeth and let out a harsh laugh. "You're joking, right? You expect me to give up that easily just because you threaten the life of someone else?"

"Well, yes. We have you beaten, Monsieur Insidious. We have the Mademoiselle with us, so now we will take out leave. Au revoir!"

Insidious leapt back at the brown and green man but he disappeared into the ground. He turned to the rain woman but found that she was gone too! The rain stopped and Insidious sheathed his weapons.

"Crap. They got away." Insidious growled. "I guess I'll have to go after those freaks. Seven League Boots! Fly!"

Insidious was launched into the air and soared through the air, leaving behind Lucy's glimmering keys on the cobblestone streets.

*v*v*v*

*v*v*v*

Maka and Blair snuck through the large corridors of the tower they were in, ducking out of sight whenever a patrol of guards walked their way.

"Blair, can you use your pumpkin magic to get us out of here?" Maka asked.

"Of course I can, but we need to get outside! I only just managed to do it last time, and I don't think you'll be able to."

"I can be sneaky!" Maka pouted.

"Psh. Yeah right." Blair snorted. "With a butt like yours, I'm surprised you can get out of bed in the morning."

"You watch your mouth, cat!"

"Hey! Over here!" shouted a guard behind them.

Maka cursed under her breath as she turned around and Blair turned into her human form. Several armed guards surrounded them in the hallway and pointed their spears at them.

"Identify yourselves immediately!" shouted one of them.

"I am Maka Albarn, One Star Scythe Meister and Weapon of the DWMA!" she declared.

The guards looked at her in a confused way as they spoke amongst themselves. "What's a Meister?"

"I dunno, some kind of magic?"

"I think she's crazy."

"Nobody cares what you think. The one with boobs is the wizard, the flat chick's just a normal-OOF!"

The last one of the guards suddenly had a thick rectangular indent where his brain should have been and Maka was holding a large book with a dark scowl on her face.

"Get her!" shouted the guards as they rushed in with their spears. Maka summoned two scythe blades from her arms and sliced their weapons into pieces and kicking the guards into a wall. A few other guards had instead tried to attack Blair.

"You're through lady!"

"Pumpkin, pumpkin, pum-pum pumpkin… Halloween Cannon!"

A loud explosion knocked away a huge number of the guards and a large purple cloud of smoke filled the area, causing Maka and the guards to start coughing. Maka felt Blair's hand grab onto her wrist and tug her away through the smoke cloud. They ran until they reached a door branching off from the corridor. Stepping inside and shutting the door, they waited until their pursuers had run off.

"Wow. Thanks for that Blair." Maka breathed. "That was pretty close, wasn't it?"

"It sure was exciting!" she beamed. "Though I wonder why they called me a wizard. I'm not even a Witch. I'm just a cat."

"A cat with an annoying case of causing nosebleeds." Maka grumbled, thinking about Soul. Soul… She'd disappeared without a trace! He'd be worried, as well as everyone else. She hated to think how Crona and her Father would react.

"You okay Maka? You look kinda gloomy."

Maka snapped out of her depressing thoughts and returned her attention to the task at hand. "I'm fine. But we need to find a way out of here. Before those guards come back."

*v*v*v*

*v*v*v*

A guard sat on the jagged rocks of the shore surrounding the island, gazing into the crystal ball sitting in his palms. "Ah yes. Now that she's in place, I think it's time we speed up the pointless battle between those two guilds. That girl's Celestial magic is exactly the thing I need to open the portal. After she's done that I'll have two worlds to be my oyster." The guard wrapped the crystal ball back in the thick wool sheet and stashed it into the small hole in the rocks. "To think that soon I will have in my possession an artefact more powerful than all of Zeref's creations! But I must be patient. My plan is still yet to reach its fruition, and many pieces lay unplayed. When the time is right, everything will fall, and I will rise above and take what is fatefully mine."


	3. Chapter 3

Insidious arrived just as soon as the other members of Fairy Tail were running from Phantom's tower. Insidious dropped down and saw Erza at the front, as well as a sickly looking Makarov.

"Erza! What the hell happened?" Insidious shouted.

"The Master's been seriously affected by some kind of magic." Erza said. "We have to retreat. But why are you here? Weren't you-"

"Lucy's been abducted."

"What? By who?"

"Take a wild guess." Insidious scowled. "By the way, where's Natsu?"

"Natsu?" Erza gasped. "We've forgotten Natsu!"

"You mean he's still in the tower?" Insidious groaned. "I'll find Natsu. Then we'll go save Lucy while you get Master Makarov to safety."

Insidious blasted off into the air again towards the half crumbling tower with an angry look in his red eyes. Landing heavily on the cobblestones, he grabbed a random Phantom Lord member with an iron hand and dragged him into the shadows.

"H-hey! What the-"

"If you value your life, you will answer my questions." Insidious growled, causing the Phantom to break out in a cold sweat. "Where is Natsu?"

"Natsu? Who-"

"Pink hair! Fire! Tell me where he is!" Insidious shouted into his face, slamming him against a wall.

"H-he must've gone to the Headquaters! I-i-i-it's just a guess, but that's where he'd go!" he stammered.

"Thanks." Insidious said before slamming his head into the wall, knocking him unconscious.

*v*v*v*

*v*v*v*

Insidious tore through the air towards a large structure moving around in the sea. It didn't help that he had gotten lost a few times searching for the headquarters. He really should have asked the guy for directions.

"An evil lair if I ever saw one. Great. Now I'm jealous." Insidious chuckled before speeding towards it.

Landing silently on a nearby tower, Insidious activated the invisibility rune sewn into his cloak. A heavy feeling descended on his mind, but Insidious ignored the discomfort as he crept around the tower, his hardened metal claws sinking into the brickwork.

"Now where's Natsu and Lucy? They have to be around here somewhere." Insidious thought aloud. Seeing nothing from where he was standing on the tower, he leapt from it down to the roof of the main building. Sliding down a drainage pipe, he carefully opened a window and slipped inside.

Insidious continued to creep along the hallway until he heard footsteps. Pinning himself to a wall, he watched the two wizards and listened in on their conversation.

"Come on Aria, we need to get to our positions before we arrive at the Fairy Tail guild hall!"

"I know, but it's just so sad that the Heartfilia girl escaped us!" the other sobbed. "Don't you feel that way Totomaru?"

"No I don't. Now quit your blubbering! I have to go guard the Jupiter Cannon lacrima. You go do whatever it is you were supposed to do you blubbering oaf."

'Jupiter Cannon? That sounds important.' Insidious thought as he followed the red clad wizard. Eventually, he was led to a huge room with a giant crystal ball hanging in the centre of the room.

"Who's there? Show yourself!" Totomaru suddenly shouted, unsheathing his katana and whirling around.

"Hmph. Took you long enough." Insidious mocked, dispelling the invisibility.

"Who are you? Are you with those Fairy Tail weaklings?"

"Yes. And you're going to pay for kidnapping one of my friends." Insidious said, slowly unsheathing his dagger. "Now tell me where Lucy is."

The man with the katana laughed. "What a shame! You obviously haven't heard that she's escaped already."

The room began crackling with electricity as what looked like bolts of lightning struck the giant crystal ball in the centre of the room.

"What the hell is that?"

The man laughed maniacally once again. "The Magic Focusing Cannon Jupiter! Your precious little guild hall is about to be wiped off the face of Fiore!"

Insidious narrowed his eyes and rushed forwards, making a stab at the man with the silver dagger. The attack was blocked with the katana, but Insidious wasn't finished. Reaching onto his opponent's face, he carved a rune on his cheek before leaping backwards.

"Burn!"

The man was engulfed in a torrent of fire before something unexpected happened. The fire twisted backwards towards Insidious! He only narrowly dodged the stream of fire, the top of his hat slightly singeing.

"You like that?" the man laughed. "Fire magic is useless against me! For I am Totomaru of the Fire! One of the Element Four!"

"Element Four?" Insidious asked venomously, getting back to his feet. Insidious stared at the red clad man while drawing out his rapier and scratching at the ground. "In that case, I guess it's time I start treating you as a real enemy!"

"There you are!" came a shout from across the room. Insidious looked over and saw both Natsu and Happy standing in a hole in the wall. "What are you doing here Insidious? I thought you were at the hospital."

"I came here looking for you!" Insidious shouted. "So what happened? Is the Guild Hall okay?"

"It's fine. Erza blocked the cannon blast." Natsu said.

"Erza! Is she-"

"Erza's fine, but she won't be able to block a second blast. We have to destroy this thing right now!"

"Got it. I'll deal with this guy, you destroy the big crystal thingy." Insidious said, returning his gaze to Totomaru.

"Sounds like a plan!" Natsu said, jumping towards the lacrima, fist engulfed in fire.

"I don't think so Dragonslayer!" shouted Totomaru. The next thing either of them knew, Natsu was on the other side of the room!

"Quit playing around Natsu!" Happy said, hovering over to his friend. "We only have ten minutes until Jupiter fires again!"

"I didn't! My fist just went crazy!"

"We only have ten minutes?" Insidious said.

"Blue Fire!"

Insidious leapt out of the way of the blue flames licking at his feet before leaping towards the pyromancer. Ducking under a swing of the sharp sword, Insidious stabbed upwards with the dagger before lunging forward with his rapier. Totomaru dodged out of the way and held his hands out in front of him.

"Orange Fire!"

A nasty smell hit Insidious as another gout of flames erupted from his hands.

"Ew! What stinks?!" shouted Natsu.

"Focus! We haven't got much time left Natsu!" Insidious shouted, scratching another rune on the ground. "Explode!"

The ground erupted and cracked as the force of the explosion knocked both Insidious and Totomaru backwards. Lightning began to fill the giant crystal in the centre of the room again. The Jupiter Cannon was charging once more.

"Are you okay?!" Natsu shouted.

"I'm fine, just hurry up and destroy the thing! I'll keep Totomaru distracted."

"Ha! As if I'll let either of you near the-"

Insidious quickly scratched the ground again and muttered something under his breath. Then he was swallowed up by the ground!

"Wha… Where did he go?"

"Behind you." Insidious said, wrenching the katana out of his hands and flinging it into the crystal ball.

"Hah! It'll take more than a ding like that to destroy a giant lacrima!"

Insidious looked up at the giant crystal and saw that the sword was sticking out of the crystal's surface, but it wasn't cracked enough! Natsu charged up another fire punch but was sent flying again!

"Stop playing around Natsu, we've only got two more minutes!" Happy said.

"It's not that Happy. Totomaru is controlling Natsu's fire." Insidious explained, ducking under another blast of fire.

"What?"

"Hey, nobody controls my fire but me!" shouted Natsu, immediately leaping up from the rubble and charging up a huge ball of flame. "Insidious, duck!"

Insidious only just missed having his head burned to a crisp as the torrent of fire soared toward Totomaru, but just as he was about to block it, the fire angled upwards, slamming into the sword hilt.

"Oh crap!"

The world around Insidious turned white as the lacrima exploded, forcing Insidious into a now crumbling wall with a sickening crack. His head hit the brickwork and Insidious drifted into blackness.

*v*v*v*

*v*v*v*

"Is he going to be alright?" a now independent Lucy asked. She'd finally cut all ties with her father and was feeling much better about herself for that fact. Insidious however wasn't faring nearly as well.

"He's currently in an unconscious state. We're not sure when he's going to wake up, but he will. In the meantime, do you wish to check up on him?"

Lucy went through the door to the recovery ward and saw Insidious sitting upright on the far bed, inspecting his ruined hands.

"Oh. I… guess he's awake then." The nurse muttered, hurrying away to attend to other patients.

"Hi Insidious." Lucy said. Insidious stopped looking over his hands and turned his red eyes to Lucy, thick lengths of his black hair covering them.

"Hello Lucy. How are the others?" he asked.

"Natsu's fine, and so is Erza. Levy and the others are recovering too and the guild reconstruction is going great." She said absentmindedly.

"The guild was destroyed?"

"Yeah. Hopefully it won't be too long until the new guild is built." Lucy said, making her way over to the window. "By the way, Master Makarov said he wanted to see you."

"See me?"

*v*v*v*

*v*v*v*

Insidious walked down the cobblestone streets until he and Lucy reached the construction site. Moving around the rubble, Insidious eventually reached the table that Makarov had set up.

"Hey there Insidious! How're you holding up?" he asked, genuine concern in his voice.

"I'm getting better. If I can somehow survive getting impaled twice, I can survive this."

Makarov's eyes widened a little before shooing Lucy away. "Now Insidious. I didn't want to drag you out of the hospital, but I wanted to talk to you in private."

"So what did you need to talk to me about?" Insidious asked, leaning on the table.

"You're not from around here are you?"

"I'm from the Badlands, yes."

"You know that's not what I mean. You're not from this world."

Now it was Insidious' turn to slightly widen his eyes. "You catch on quickly. How did you know?"

"Your magic doesn't produce any Magic Circles. No magic on this earth can do that. Not to mention you have a very peculiar magical energy signature." Makarov said. "So what I want you to tell me is the real story. How did you really get here?"

Insidious looked at the decidedly short man. His eyes were deadly serious, and he had an air of definite authority. Insidious sighed in defeat. "Alright. I'll tell you everything. But please don't tell anyone else my story. I don't think everyone would react favourably."

*v*v*v*

*v*v*v*

Makarov cradled his elbow in his palm, the other hand on his chin in thought as he digested Insidious' true story. He had explained to him everything about the DWMA, The Kishin and Kishin Eggs, Witches, and of course, the story of him and Sophia, including his death.

"So the moment after you died, you felt a tugging sensation and the next thing you know, you're in a cave in the middle of Fiore?" Makarov asked sceptically.

"That's correct. If you don't believe me-"

"Hold on there pal, I never said I didn't believe your story. You might not think it, but Magic was once feared and oppressed all across Fiore until it became an integral part of our lives."

"Really? So the universe I come from might not be so different from this one."

"Well, you said that the moon in your universe has a creepy grin and blood dripping from it almost daily, so I'd say that it's a huge difference I'm thankful to have, but that's beside the point. What I'm most interested in is your strange Witch's Magic."

"My Rune Magic."

"Yes, that. I don't think it'll be enough if you want to be a Fairy Tail mage."

"Excuse me?" Insidious asked.

"It's useful yes, and you seem to have mastered drawing runes in mid combat. But it's far too weak, and it wears you down badly doesn't it? You experience frequent headaches after using certain spells, correct?"

"Another thing you seem to know about me." Insidious said, temper slightly rising at being accused of being weak. "So what about it? And what do you mean weak?"

"It's your magical energy draining from you that causes the headaches. Your magic is not all that potent, taking a lot of magical energy to do simple things. I think you should start using a different form of magic. I can't have one of my children hurting themselves using some sub-par magic."

This remark stung Insidious. He'd used Rune Magic all his life. It had saved him from death on multiple occasions and it was one of the few things he could remember about his mother, besides his hat and broadsword. "But what am I going to use to replace it?"

"I've been thinking about that. It's obvious that you're not a ranged fighter, but you're also a very skilful and tricky one. I think maybe Requip."

"Requip? Is that the magic that Erza uses to change her armours?" Insidious asked, his interest suddenly piqued.

"Yes. After you fully recover, I'll have Erza take you on a few training exercises for learning Requip." Makarov said, hopping off the chair. "Now if you'll excuse me, I have business to attend to. See you later!"

*v*v*v*

*v*v*v*

After that, Insidious began wandering around Magnolia, waiting for the day to come to an end. He'd have to give up his Rune Magic? Such a thing was hard for him to comprehend. He remembered how he and Sophia had escaped from Arachnophobia's clutches, not to mention go toe to toe with Maka and her friends. Insidious kicked a loose stone on the ground and in dropped into the river running through the centre of town. It was then he noticed he was standing nearby a library. Shrugging he stepped inside, the bell above the door chiming loudly. Insidious ran an iron hand across the bookshelves, looking for a book he found interesting.

Insidious thought he saw something glow in the corner of his eye. Looking to the source of the glow, he saw a book with faintly pulsing purple lettering. Laying a finger on the spine of the black tome, the light immediately dimmed. Pulling the book out, Insidious saw that the cover was blank, as was the back. The writing on the spine read 'An Introduction to Shadow Magic'.

"This could prove useful."

Paying for the book and leaving the library, Insidious flipped the book open again and began studying.

*v*v*v*

*v*v*v*

Unfortunately Insidious' hovel had been destroyed along with the guild, so now he stayed with Lucy in her apartment with the others, much to Lucy's chagrin. Insidious talked with Erza about the basics of Requip magic, in return for Insidious telling her about his old rune magic. After the others had fallen asleep, Insidious made his way to the roof and resumed his studies of Shadow Magic. So far Insidious had managed to teleport from one group of shadows as well as trap a passing stray cat by freezing its shadow.

"I wonder…" Insidious thought aloud. Closing his eyes and holding his hand out in front of him, he visualised a large longsword with a skull for a guard with the serrated double edge protruding from the crown of the skull and the long handle wrapped in silk ending in a silver spike. Lo and behold, when he opened his red tinted eyes again, the exact sword was in his hand! He tried to dispel the sword, but he found that he couldn't! "Hmm. Maybe Erza or the book can explain what I just did."

The book didn't have anything to say on the subject, but then again, it was an introductory guide. Sliding back into the apartment, he found Erza awake, and eyeing him suspiciously.

"Where did you get that blade?" she asked.

"I made it. I think." Insidious said, handing Erza the handle of the sword. "Whatever it is, I can't dispel it. I made it out of shadows, and now I think it's permanent."

"It is. I don't know how you accomplished this, but what you've done is an incredibly advanced form of Shadow Make magic known as Shadow Forge." Erza said, narrowing her eyes. "It's incredibly dangerous as well. It's just as well you didn't make this out of your own shadow, but I shudder to think what will happen to Lucy's apartment if this sword is destroyed."

"What do you mean by that?"

"Shadow Forging takes the shadow from any object and turns it into a permanent physical object. However, if the object is destroyed or takes any form of damage, the object that cast the shadow in the first place will also be damaged. As such, it is forbidden to forge anything from the shadows of humans or animals."

"Interesting." Insidious said. "Then this is a perfect magic for me to use with requip. I can have a massive arsenal of weapons to use at my disposal."

Erza handed the sword back to Insidious before she stared into his eyes, a serious look on her face. "This magic is highly dangerous, and its use on living shadows is forbidden by the Magic Council. Promise me you will never use Shadow Forge on any living creature."

"I promise." Insidious said.

"Very good. Now get some sleep. We're heading out in the morning."

*v*v*v*

*v*v*v*

Insidious heaved the large backpack of weaponry onto his shoulders as Erza strode in front of him. Insidious had been practicing his Shadow Forging on trees in the forest outside Magnolia, and now he had a sizable collection of weapons, including three broadswords, eight spears, seven lances, twenty daggers and nine rapiers as well as a large two headed battle axe and a spiked warhammer the size of a small child.

"Do you know what's going to happen to that forest if all those weapons are destroyed?" Erza chided, her trademark death stare in her eyes.

Insidious shrunk under Erza's intense gaze as he muttered an answer. "I'll take good care of them. Besides, plants can be replanted can't they? Isn't there some kind of time accelerating or growth magic available?"

"Yes, but it's the principle of the thing! Just take good care of those weapons, okay?" she grumbled. "Now, the first thing you're going to do is keep up with me while I run to our destination."

The two wizards ran for a while before reaching a large open plane filled with long grass and weeds that stretched up to their waist. The only thing that changed in the terrain was a massive boulder not that far away from them.

"Alright, here we are. Here you can practice your requip magic without hurting anyone."

"Right. So first I need to create a space in a different dimension where I can store my weapons?"

"Yes. It sounds complicated, but it really isn't very. Just form a circle with your hands and think of a slowly solidifying bubble."

As Insidious followed Erza's instructions, a magic circle formed in the circle he made with his hands.

"How do we know it worked?" Insidious asked.

"By sending an item to it. If it works, the weapon will be stored in the extradimensional space you created with your magic. If it doesn't work, nothing will happen."

"Sounds simple enough." Insidious said, opening his large pack and selecting one of the twenty identical daggers. The dagger itself was very simple, with a short but incredibly sharp pure black triangular blade with a guard in the shape of eagle's claws.

Insidious concentrated on the dagger and the storage area he created. The dagger wavered and flickered between realities before disappearing completely. Insidious' bag leaned over and crumpled, as the remaining nineteen daggers disappeared from existence.

"How did that happen?" Erza asked.

"I guess all those daggers were connected, since I made them all from the same shadow." Insidious shrugged. "Hopefully I won't have that problem with my other weapons."

For the rest of the day, Insidious practiced summoning his different weapons including his non Shadow Forged weapons and sparring with Erza, unsurprisingly resulting in multiple bruises for him without a scratch on Erza.

"So, how do you requip armours?" Insidious asked.

"It's a bit like requiping weapons, but it takes a lot more magical energy as well as concentration. I'm the only mage that has been able to requip armours mid combat." Erza smiled with more than a hint of pride. She had earned it after all.

Insidious walked over to the large boulder and closed his eyes before spreading his arms wide, the shadow from the boulder whipping forwards and circling around him.

Before Erza could react, the impenetrable blackness had completely encased Insidious before it evaporated off him, revealing something akin to black plate armour. It had no helmet, but Insidious' trademark hat had disappeared, revealing his black and wild hair. The shoulder plates were as large as shields, and his curly boots had transformed into thick horned greaves. His gauntlets had become even more vicious, turning black as well as the knuckles of his gauntlets gaining sharp black studs along with a sharp blade appearing on the back of his forearm. The heavy chest plate was emblazoned with a large skull, remarkably similar to the skulls Insidious had seen everywhere in the DWMA. A number of ragged blood red cloaks were heaped on his shoulders, ending just above his thighs. Sunlight glinted off the pitch black armour like polished obsidian, giving him a fearsome appearance.

"So what do you think?" Insidious asked, inspecting his armour. "I think I'll call it Black Paladin armour."

"It's impressive, but I have to ask why you did this." Erza said. "It's highly doubtful that you'll be able to move as quickly as you normally do with that heavy armour."

"Well, I have a history of being grievously wounded, so a little protection wouldn't go amiss for me." Insidious shrugged, sending his armour to his storage dimension and resummoning it a few times before he summoned his demonic looking longsword and giving it a few swings. "So how about we get back to sparring? I want to be able to fight in this armour if I need to."

Erza thought for a moment before standing up. "Very well. However, if you are going to be using that armour I will use an armour that will have an advantage."

Erza was engulfed in light as she requipped into a revealing cheetah patterned armour.

"This is my Flight Armour. While wearing it I will be much faster than you." She explained, readying her sword.

"How nice of you to give me an explanation." Insidious put both his gauntleted hands on the hilt and readied his jagged longsword. "Alright, let's do this."

Erza disappeared from Insidious' sight before reappearing directly in front of him, blade at the ready! Insidious parried the blade before swinging downwards with the longsword, but Erza dodged out of the way and kicked him in the chest plate with both of her feet. As he staggered backwards, Erza rushed in once again, but Insidious fell backwards under her horizontal slice before bringing his legs swiftly upwards into Erza's back, sending her flying.

"I didn't think you'd be this fast." Insidious huffed as he got back to his feet. "I didn't think I'd be this slow either."

"You're still moving faster than I anticipated." Erza said, dusting herself off. "Here I come."

Erza disappeared again and Insidious raised his sword into a guard position, blocking Erza's initial strike. Shoving her off balance while the blades were still locked, Insidious followed up with a punch from his spiked gauntlet, but Erza flipped backwards and slashed at his arm. The sword clanged off the metal of the gauntlet, the reverberations leaving Insidious' arm slightly numb.

Landing on her feet, Erza ducked under a horizontal slash from Insidious' sword. Erza noticed that a dark trail was trailing from the sword's point. Leaping backwards, Erza was shocked to find that her arms and been wrapped in shadows!

"Shadow Net." Insidious panted, exhaustion creeping into his voice. Insidious planted his sword into the earth to keep himself standing.

"Shadow Magic?" Erza asked, struggling against the shadows.

"I've been *hah* practicing *hah* on my own. Doesn't *hah* hurt to keep *hah* a few surprises up your sleeve." Insidious huffed tiredly. He dropped to one knee, breathing heavily. "I feel so tired… How about we call it quits, yah?"

Erza caught herself smiling slightly as the shadows around her unravelled and Insidious dispelled his armour. "Good job. You probably would have seriously injured me with that technique."

"I don't think I could have lifted the blade high enough for that." Insidious groaned, falling flat on his back.

*v*v*v*

*v*v*v*

Insidious lay in Lucy's bed, unable to move. His training with Erza had tired his muscles out so much, he wasn't able to even move his fingers without his whole body aching.

"You should have stretched before training." Lucy said, pouring herself a bowl of cereal.

"I didn't know that." Insidious grumbled.

The window flew open as Natsu stepped into the room. "Hey Lucy! Hi Insidious!"

"Learn to use the freakin' door!" roared Lucy. "You look like a burglar!"

"Aye!"

"Yeah Natsu. It's rude to enter people's houses through the window." Gray said, sliding through the chimney.

"Is anyone but me going to marvel at the hypocrisy of what you just said?" Insidious asked.

"Hmph. Honestly, you two." Erza said, taking a sip from her teacup.

Lucy whirled around and screeched. "When did you get here?!"

"I came through the door of course." Erza said smugly, a distinctly amused tone in her voice and leaving Lucy at a loss for words. "So Natsu, what did you want to tell us?"

"The new guild's been built! Do you guys want to check it out?"

"I would, but I can't move a single muscle." Insidious said.

"Erza! Did you beat him up so badly that he turned into a paraplegic?" Natsu shouted. "No fair! I wanted to fight him!'

"That's a big word for such a tiny brained salamander." Gray chuckled. Natsu slammed his forehead into Gray's.

"Who you callin' tiny brained, ya popsicle freak!"

"Who do you think, you fire breathing dumbass!"

"At least I don't drool icecubes!"

"That was Lucy when she was in my body idiot!"

"Uhh…" Insidious began, confused as to what Gray meant by that last remark.

"You do not want to know." Erza groaned, her head in her hands. "I still feel the cravings for fish whenever I think about it."

"Aye," Happy sighed nostalgically. "It was good while it lasted."

"All of you shut up!" Lucy roared, startling everyone in the apartment. "Once Insidious stops being a total pansy and recovers we're all going to see the new guild hall! And that's final!"

Insidious edged over to Natsu. "Is she always like this?" he whispered.

"Only when she's really mad." Natsu whispered back.

*v*v*v*

*v*v*v*

The day after, the five wizards and one flying cat made their way over to the newly rebuilt guild hall. Insidious still felt like his limbs were weighed down by cinder blocks, but at least he could move now without feeling like his organs would violently burst from his chest.

As they walked through the gate, they marvelled at the new guild hall's design.

"It looks pretty cool." Gray said, folding his arms.

"I agree." Insidious said. "Oh, and you're not wearing your shirt again."

"The old one was better." Natsu shrugged.

The six went inside to find that a stage had been set up at the far end of the guild hall, row after row of tables set up in front of it. Many of the guild members were sitting, drinking, eating and laughing together.

"It looks like everything's gotten back to normal around here." Natsu said with satisfaction.

"As normal as anything around here can be." Lucy remarked.

"Hello Lucy, Natsu, Happy, Gray, Erza, Insidious." chirped Mira as she approached the group. "How have you all been?"

"We've been okay, thanks for asking." Lucy smiled. "The new guild hall looks great!"

"I know! Oh, that reminds me," she said, turning to Insidious. "Master Makarov wishes to see you. He's upstairs in his new office."

"I'll head there right now." Insidious said before searching for the stairs. When he found them, he noticed the lights darken and a spotlight snap to life on the stage, revealing Mirajane who then began singing a beautiful melody. Insidious listened to the song, tears forming in the corners of his eyes.

"Beautiful, isn't it?" came the gruff voice of Makarov from below the railing, causing Insidious to jump slightly.

"How do you keep managing to sneak up on me like that?" Insidious sighed.

"I guess I've gotten a little sneaky in my old age!" the man grinned. "So how was your training with Erza?"

"I couldn't move for a whole day afterwards. I had to let Lucy feed me breakfast." Insidious grumbled, remembering the soggy cornflakes that had been funnelled down his gullet.

"Ha ha! Well it would surprise me if Erza didn't have a hard training regime!" Makarov laughed again. "Erza tells me you've been using an interesting combination of Shadow Forge, Shadow Magic and Requip."

"Yeah. I can still fly using my Seven League Boots, but I'll be able to use those magic types to replace my rune magic."

"So that's how you flew, eh? I was wondering about that." Makarov said before shifting into a serious tone. "Now, I'm sure I don't have to tell you about the laws about Shadow Forging lain down by the Magic Council?"

"Erza's filled me in already. Don't use the shadow of any living thing, be they animal or human."

"Correct. As long as you follow that rule I have no problems with you using Shadow Forging. But break that rule and you will be punished." He said. "Now, Erza tells me that you've made armour using Shadow Forge?"

"Yes, my Black Paladin armour."

"Black Paladin, eh? Show me."

Insidious closed his eyes and concentrated, the black armour materialising onto his skin beneath an obscuring shadow, and the deep red cloaks draping on his shoulders. The shadows around him evaporated, revealing the armour beneath, the jagged longsword in his gauntleted hand.

Makarov let out a low whistle. "That's pretty impressive. It seems that you've gotten a very firm grasp of Shadow Forging already. I don't think I've seen anything quite like it."

"It's pretty heavy though." Insidious said, requipping into his normal clothes and sitting on a close by bench. "And it already feels like my arms are made of lead."

"Ah. Maybe a lighter suit of armour is in order." Makarov said. "But until then, I have another assignment for you and the whole of Team Erza."

"An assignment?"

"I want you guys to take a vacation. You guys have earned it!"


	4. Chapter 4

Insidious looked out the window of the train the six were traveling in.

"So where are we even going?" Insidious asked.

"To the beach at Akane Resort! It's got a theme park, a great hotel and even a casino!"

"Theme Park? Hotel? Casino? What are those?" Insidious asked. The others looked at him with equally confused and surprised expressions.

"You really don't know?" Erza asked. "Well, a theme park is a place that is themed after a certain time, place or object and has rides. A hotel is a place where people can stay the night in exchange for money and a casino is were people can bet their money in games of chance."

"Ah. Thanks for that Erza."

"Don't mention it." She smiled.

The train continued to rumble down the tracks until it reached the station. When Insidious stepped off the train, sunlight assaulted his eyes as it reflected off the azure sea lay stretched out in front of him.

"The beauty of this world never ceases to amaze me." Insidious muttered, moving closer to the railing to take in the view.

"It looks amazing, doesn't it?" Lucy said, laying her suitcase on top of the railing.

"Come on guys, we've gotta check into the hotel!" Natsu shouted.

*v*v*v*

*v*v*v*

That afternoon, the group had played on the beach and in the amusement park. Insidious had never experienced anything like the rollercoaster he had been on!

Night fell outside the large window Insidious lay on his bed, thinking. He had changed. He looked back at his time in the old world before, and even after he met Sophia. He was bitter, angry. Then when he met Maka and her friends, he gradually opened up. Now he was in the company of other magic users, and he had a new form of magic at his disposal. He finally fit into somewhere.

A loud knock came from the door as Erza stepped into the room in a beautiful purple dress, her arms covered in elegant white gloves and her hair up in a large bun.

"Are you coming with us to the casino?" she asked.

"I don't have anything to wear." Insidious shrugged before an idea formed in his head. "Hold on a minute."

Insidious rolled off the bed and took it's shadow before shaping it into a sharp looking black suit jacket and matching pants and silk gloves with a charcoal grey silk shirt along with a black tie pinpricked with tiny points of silver, like stars in the night sky. He also made a pair of exquisitely polished black leather shoes from the shadow of the lamp on the bedside table. After requipping into his new clothes, Insidious straightened his tie and turned to face Erza.

"How do I look?"

"Excellent. Now let's go. We don't want to keep the others waiting, do we?" she smiled. Insidious decided that Erza looked nice when she smiled. But he couldn't shake the feeling that something bad was about to happen.

When Insidious walked out into the corridor, he saw Lucy gawking at him.

'Why does everyone have to outdo me tonight?!' she thought.

"You look good Lucy." Insidious said.

"Thanks. You too." Lucy said, blushing slightly.

Erza, Lucy and Insidious walked through the hotel before finally setting foot into the casino. It was like nothing Insidious had ever seen before! Multi-coloured bubbles floated in the air and a rollercoaster rumbled through above the heads of the casino goers, and a cacophony of sounds filled the air from the clinking of coins to the cheers of victors.

"So what shall we play first?" Lucy asked.

"I'm not much of a betting man." Insidious said, jamming his gloved hands into his pockets.

"Maybe just this once then?" Erza said.

Insidious shrugged. "Why not? Though you might have to explain to me how these games are supposed to work."

Erza led them over to a table and they started to play a card game of sorts. Erza explained to Insidious that gambling was more luck than strategy, but strategy was important if you wanted to win. Fortunately, Insidious was rather good at this and soon had a sizable amount of money with only minimal losses. He still wasn't winning as much as Erza though.

"Are you sure this is the first time you've played Insidious?" Erza asked.

"I'm just as surprised as you are." Insidious remarked. He noticed another dealer come up behind the current one and say something as the first hurried off. This new dealer had blond hair, dark skin, a small tattoo and what Insidious noticed that was most curious was an earring that had a length of chain running from it ending in the same style as Erza's earrings.

"Why don't we enjoy a special game tonight? Except we won't be betting with coins," the dealer grinned, flipping out five cards, each with letters on them. When Insidious read them, it spelled DEATH. "Let's bet with our lives."

"Shou?! What are you doing here?!" Erza gasped.

"You know him from somewhere?" Insidious said, standing up and summoning his black rapier as Lucy stood up as well, a hand going to her keys.

"I'm not going back! I'm not going back to the Tower of Heaven!"

"You don't have a choice." The dealer said in a malefic tone, waving a hand as blank cards flew around the room! Insidious felt himself getting sucked into a card as he saw most of the casino patrons suffering the same fate, except for Erza and Lucy!

Insidious felt himself drift to the floor, where he craned his neck to see what was going on. He saw something small slam into Erza's back as she straightened and slumped, falling into the arms of a man who looked like he had been constructed from children's building blocks.

"No! Erza!" shouted Insidious, a gloved fist pounding on the invisible barrier separating him from reality. "Lucy, do something!"

He saw something small and orange whip around Lucy's arms and legs before constricting and tying her up, sending her crashing to the floor.

"Damn it, where are Natsu and Gray?" Insidious cursed.

Eventually it looked like the orange ropes around Lucy had been cut and she bolted upwards before kissing a card, grabbing her keys and standing upwards.

"Hey Lucy! Over here!" shouted Insidious, banging on the barrier with his hand.

"Insidious? That guy got you too?" Lucy groaned, picking up his card.

"Come on, we don't have much time! We have to get Natsu and Gray and go after them!"

"But how are you going to get out of that card?"

"I don't know! Hopefully I'll just return to normal on my own, but we have to find Natsu and Gray!"

"Where the hell did that blocky guy go?!" came an irritated shout from across the casino. "That bastard shot me in the mouth! I'm gonna make him pay!"

"Natsu!" shouted Lucy, running over to meet him. "Are you okay? What happened?"

"Some blocky guy shot me in the mouth!"

"Really? Wow, you're resilient." Insidious said.

"Insidious? How did you get in that card?" he asked.

"Never mind that! We need to find Gray." Lucy said. "They took Erza and Happy!"

"What? We have to go after them!"

"That's what we've been telling you!" shouted Insidious as they ran to find Gray. Eventually, they found what looked like an ice sculpture of Gray laying slumped against the bar.

"Gray! Wake up Gray!" Lucy shouted, accidentally breaking the ice sculpture's head off in the process! "AAAAAAAA-"

"It's not the real Gray Lucy, so calm down." Insidious deadpanned.

"How can you tell?" Natsu asked.

"I can't feel anything coming from it. Not to mention that the ice sculpture is wearing clothes."

"He's right." A woman's voice said from nearby. A bubble of water lifted from the ground to reveal a familiar woman with blue hair and a mildly disturbed Gray.

"Hey! You're one of the Element Four that kidnapped Lucy!" shouted Insidious. "What are you doing here?"

"She says she regrets what she's done and wishes to join Fairy Tail." Gray explained.

"Really?" Lucy asked.

"We can discuss this later!" Insidious shouted. "We have to go after Erza and Happy!"

"But first, we need to get you out of that card." Natsu said, taking the card from Lucy and tearing the top of the card off. Insidious felt himself get sucked back out into the real world, where he landed on the ground with a heavy thump.

Insidious stood up and dusted himself off before turning to the rest of the group. "Well now that that's over, let's get after them!"

*v*v*v*

*v*v*v*

Maka and Blair hid in the shadows, watching the guards and the monsters they had on leashes march past. They darted from one cluster of shadows to another, making their way silently down the hallway.

"Do you hear anything Blair?" Maka asked.

"No, nothing." Blair said in her cat form before sniffing at the air. "But I can smell food!"

Maka clutched her grumbling stomach as a thin stream of drool escaped the corner of her mouth. "Where? I don't think we've eaten in days."

"Down the corridor and take two lefts." Blair said, pointing her paw down the large hallway. Maka ran down the corridor, her boots thumping against the stone floor. They had been trapped in this crazy tower for over a week now! Maka burst into the room and saw the table filled with a buffet of food! Whole roast chickens sat next to piles of mashed potatoes dripping with butter, and a mountain of steaks was situated right next to bows of fruit salad, pasta salad and all manner of other foods.

Without hesitation, both Maka and Blair immediately started devouring the food, not even bothering to remove her gloves first before tearing apart a roast chicken. Blair dived into a pile of fish, only emerging when they had been reduced to bones.

Maka immediately begun to feel woozy as she tried to stabilize herself with the table, but her legs gave out and she crumpled to the floor. Blair tried to hold off her unconsciousness, but she failed as the darkness closed around her eyes.

Two guards stepped out of the shadows and hauled the bodies onto their shoulders.

"See, I told you this would work." One said to the other.

"Yeah, yeah. I guess I owe you one hundred Jewel." grumbled the other guard. "Now let's get out of here. We need to get these two to the master."

*v*v*v*

*v*v*v*

Insidious and the others quietly stepped off the boat and ducked behind the rocks. Insidious was now dressed in his regular clothes and he summoned his silver dagger.

"So what's the plan Lucy?" Insidious asked.

"I've got a plan." Natsu said. "I'll go find Happy. The rest of you can rescue Erza."

Before anyone could object, Natsu had blasted into the air by his flaming feet.

"That reckless moron." grumbled Lucy. "Come on, we have to go after him before he gets hurt."

Insidious took a single step before his mind was flooded with images. He clutched his head with his gauntleted hands as he saw Maka and Blair being dragged into a cell, then Maka chained to the wall, her face covered in blood and head hanging low.

"Insidious? What's wrong?" Gray asked.

"Maka…" mumbled Insidious.

"Who?"

Insidious straightened up immediately and turned into his shadow form. "I have to go."

Insidious glided past the guards and straight into the tower. Now inside the tower, Insidious slid under a lone guard before reaching up with his gauntleted hands, tripping him up.

"H-hey! What the-"

Insidious emerged from the shadows and pressed his face close to the guard's. "Where are the dungeons? Answer me!"

"Intruder! Intruder in the tower!" howled the guard. Heavy footsteps sounded from down the corridors as Insidious lifted the guard up.

"Wrong answer." He said, throwing the guard into the approaching ones. "Knuckle Shadow!"

The approaching guards were knocked backwards as they toppled over each other like dominoes. Insidious strode over to one of the remaining guards and picked him up by the neck.

"Where is the dungeon?" Insidious muttered darkly.

The guard blanched as he felt something creeping up his spine and cutting into his back. "That way!" he squealed, pointing down the corridor. "That way and go up the stairway three times and turn left! Please don't kill me!"

"Thanks." Insidious said, dropping the guard. "Also, Paralyse."

The guard stiffened like a board before Insidious pushed him over, his helmeted head cracking against the stone floor. Insidious ran down the corridor and leapt up the staircases before he finally arrived in the circular dungeon.

"Maka!" he roared. "Maka, where are you?!"

"It can't be… Insidious?" came a weak voice from above his head.

Insidious leapt up into the air and flew up to the source of the voice. Behind the locked prison door, Insidious saw Maka chained against the wall. But her condition was much worse than what he had seen in his vision. Maka's clothes had been torn open, revealing her midriff and the long cuts that crisscrossed her body. Blood dripped from the cuts, forming a dark red pool on the cold stone floor. Insidious summoned his spiked warhammer and smashed the rusting door open before rushing over to Maka.

"Maka… What have they done to you…" he said numbly, his iron hand tracing over her wounds.

"Is it really you?" Maka asked, staring at him with disbelief. "But you died. Am I dead?"

"You're not dead Maka." Insidious stated, anger creeping into his voice. "But whoever did this to you is."

Insidious quickly healed Maka's wounds with a heal rune before breaking her shackles with an iron fist. Maka quickly pulled Insidious into a tight hug, tears streaming down her face.

"I thought you were dead!" she sobbed, her salty tears soaking into Insidious' cloak.

"I did too for a while. But then I got better." Insidious smiled, returning the embrace. "I'm just glad I got to see you again. But how did you get here?"

"I… I don't know." She said, dethatching herself from Insidious. "I was just sitting at home when Blair told me to run and this circle appeared on the floor and then I started falling. When I woke up we were in this tower."

"Where is Blair?" Insidious asked, looking around the shadows. Maka snapped back to reality and noticed that not only was her coat missing, but so was a large portion of her shirt!

"Ah! My clothes are ruined." She said, covering her stomach. "Don't look you pervert!"

"I wasn't." Insidious said. "I'll make you some more, don't worry."

Insidious grabbed one of the numerous shadows around the dingy cell and forming it into a long black trench coat before handing it to Maka. Maka stared at the coat and back to Insidious before putting it on.

"How did you do that?" she asked.

"It's one of the new magics I learned. It's known as Shadow Forge." Insidious explained, helping Maka to her feet. "But right now we need to find Blair and get you two out of here."

As soon as Maka and Insidious stepped out of the cell they heard a shout from the levels below.

"Intruders! Intruders in the dungeons!"

"Pumpkin, pumpkin, pum-pum-pumpkin. Halloween Cannon!"

A loud explosion rocked the entire dungeon as a cloud of purple smoke wafted up to the two escapees. Blair in her human form then hovered up to them on one of her giant pumpkins.

"Hiya guys! Haven't seen you for a while Insidious!" Blair said, leaning forward slightly.

"Blair!"

"Well that's good of you to rescue yourself. But did you have to bring most of the guards with you?" Insidious asked, looking at the horrific creatures the guards were bringing up with them. "Maka, is Soul with you?"

"No, I only came here with Blair."

"Crap. Blair, you stay with Maka and keep her safe."

"No way am I just going to sit back and watch you fight!" Maka objected. "In case you've forgotten, I'm a Weapon as well as a Meister!"

Insidious' mind flashed back to the Kishin battle where Maka had grown those scythe blades out of her arms. "That's right. But you don't have a Meister that can wield you, do you?"

"You could try wielding me." Maka suggested. "Since we were able to resonate Soul Wavelengths, it makes sense that we might be able to be partners."

The horde of guards were getting closer and Insidious shrugged. "Alright. We'll give this a shot."

Insidious held out an armoured hand and Maka took it in hers, her entire body becoming enveloped in a flash of light while she transformed. After her transformation, Insidious was now holding Maka as a large scythe. Insidious expected her scythe form to look more like Soul's but it actually looked more like her father's. The long steel grey shaft ended in a circle where the long and thick silver scythe blade was attached by two short cylinders the same colour as the metal shaft.

'Can you hear me?' Maka's voice asked inside Insidious' head.

'Loud and clear.' Insidious responded mentally.

'Good. That means our wavelengths are stable. And they're not Kishin Eggs, so don't kill them. Are you ready?'

'Of course I am. Let's go.'

Insidious charged towards the front runners, Maka's blade sweeping through and breaking their weapons. One of the hideous mottled beasts lunged towards him, the toothed jaw snapping viciously. Insidious slid underneath it and kicked it up higher into the air, slicing it in two with Maka's blade as it fell, and the bisected creature landing with a sickening thud as blood spattered to the floor.

"Whoa! This guy's dangerous!" shouted one of the guards.

"Don't be a coward! We can take him!" shouted another.

He didn't have time to fight them all! He felt fatigue creeping into his arms already, and it wouldn't be long before he became overwhelmed. Insidious narrowed his eyes as an idea occurred. The shadows around him edged towards him as he requipped into his Black Paladin armour. Standing tall and swinging Maka over his shoulders, he bellowed into the crowd of guards.

"Flee cowards, for I am Fairy Tail's most feared wizard! Insidious, the Black Paladin!"

A few in the crowd of guards visibly flinched and cowered at Insidious' new appearance. Insidious held a hand out in front of him with his fingers splayed wide and a dark purple magic circle appeared in front of it.

"I have no time to waste with you fools. Knuckle Shadow."

Fists made of the abundant shadows mercilessly beat the guards until they dropped their weapons and ran. After they left the dungeon, Maka transformed back into her human form.

"That was a little overly dramatic, wasn't it?" she deadpanned.

"It got rid of them, didn't it?" Insidious panted, sitting down heavily against a wall.

"Are you alright?"

"Just a little tired. I must have used up more Magical Energy than I thought." Insidious sighed, holding a gauntleted hand to his head.

"So what was all that magic you just did? I've never heard of any Witch Magic like that before."

"It's because it's not Witch Magic. It's Wizard's Magic." Insidious said.

"Wizards?! You mean like the Great Wizard Eibon?"

"Who?"

"He was one of Lord Death's closest allies."

"Ah. Probably not, but he could possibly be." Insidious said. "No, this world doesn't have Witches, Kishin or even Meisters and Weapons. Magic is an accepted and widely used part of life here. And there are many different kinds. Probably more than I can count. The magics I use are Requip, Shadow Magic and Shadow Forge."

"So this armour of yours," she said, inspecting the skull on the chest plate. "This is made with Shadow Forge?"

"Correct. Shadow Forge takes the shadow from an object and turns it into a permanent physical object. However if the object made from the shadow is damaged, the object that cast the shadow will become damaged as well. As such it's forbidden by the Magic Council to use Shadow Forge Magic on any living thing." Insidious explained.

"I see. And Requip was how you summoned that armour?"

"I'd forgotten how quickly you catch on." Insidious laughed. "Using my requip magic I can summon a whole range of weapons and armours, mid battle if I need to. Though this is my only suit of armour at the moment."

"And I'm guessing Shadow Magic lets you manipulate shadows?"

"Correct. My Black Paladin armour also amplifies the abilities of my Shadow Magic." Insidious said, dispelling the Black Paladin armour and standing up again in his normal clothing. "I think that's enough rest now. We need to regroup with the others."

"Others?"

"My Guildmates."

"So you belong to this Fairy Tail guild?" Maka asked, looking at the Guild emblem on the back of Insidious' cloak.

"Yeah. Fairy Tail is one of the strongest Magic Guilds in all of Fiore. That's the continent we're on now."

"I see. So where do you think they are?"

A loud explosion rocked the roof above them, sending several loose stones crashing down.

"Above us."

*v*v*v*

*v*v*v*

Insidious, Maka and Blair ran through the tower, fighting off any guards that got in their way. Insidious had made a black scythe that looked almost exactly like Maka's scythe form for her out of the shadow of a statue they had found. After running up a staircase, Maka's eyes widened.

"Maka, what's wrong?" Insidious asked.

"I can't believe it. You said they didn't exist here." Maka said in shock.

"What? What is it Maka?"

"It's faint, but… I don't know how I didn't manage to sense this before." Maka said. "Somewhere in this tower is a Kishin's Soul."

"A Kishin? A fully grown one?" Insidious asked in shock. Maka nodded.

"It's somewhere in this tower. It's weak, and there isn't any Madness radiating from it, so I think it must be sealed somehow. But that could change soon."

"We have to find it!" Insidious shouted as they ran back down the stairs.

*v*v*v*

*v*v*v*

The guard took off his helmet, revealing his long pink hair that had been meticulously formed into individual spikes, giving his head the appearance of a pink porcupine.

"'Come into my web,' said the spider to the fly." He chuckled darkly, staring into the crystal ball, observing the progress of the wizard and the weapon. The man put the crystal ball back on its pedestal before marching back into a wide circular room with a glass dome in the centre, a rotting pile of mottled flesh from the guard's beasts, human limbs all coated in a thick layer of red blood lay in the centre. "Sable, how is the progress of the Magic Council's decision to fire the Etherion Cannon?"

"The cannon has finished charging. It should fire any minute now."

"Excellent. Sabre, Lance, how is the connection to the lacrima?"

"We are fully connected. When they fire the cannon, all the magic energy will flood into the two you told us about. If we're lucky, their Madness will be amplified so much that it will begin to fill that pile of rotting flesh you keep calling a Kishin."

The one who spoke, Sabre, felt his arm twist and crack as his arm became deformed, broken and twisted. Sabre shouted in pain as he fell to the ground, clutching his arm.

"I forgave your incompetence in letting the girl escape. Do not try my patience by talking back. Understood?"

"Y-yes Master Anguish." Sabre said through gritted teeth.

"Good." Anguish said, letting Sabre's arm return to its normal state. "Sable, capture those two and bring them here. Their Madness is key to awakening our Kishin."

"As you wish, Master." The woman said, disappearing into the shadows.

*v*v*v*

*v*v*v*

"Are you sure this is it?" Insidious whispered, pinning himself against a wall.

Maka nodded, offering her hand to Insidious. As Insidious took her hand, she transformed into her scythe form and Blair turned into her cat form.

"I'll wait here in case anything goes wrong." Blair whispered.

Insidious rounded the corner, Maka held out in front of him. No guards, no Kishin. Just a dead end.

'But… I sensed there was something here! I still do!' Maka's face appeared in the shining blade as she spoke mentally with Insidious.

"No. Something is here." Insidious said, whirling around and slicing a shadow in two. "Show yourself!"

A woman with silky black hair that fell down to her petite waist and black lipstick stepped out of the shadows, dressed in a revealing black shirt and shiny black stockings, black high heels on her feet. "How perceptive of you." She said in a smooth voice. "But I'm afraid you won't be perceiving anything much longer."

'Modest, isn't she?' Maka deadpanned.

"Who are you?" Insidious demanded, shifting his grip on Maka's scythe form.

"My name is Sable, and I am Master Anguish's most trusted servant." She said, gathering the shadows around her before disappearing again with a dark laugh. Insidious whipped around and slashed the shadows that came rushing towards him and he front-flipped into the air to dodge a large spike of solidified darkness the woman had stabbed at him with from the darkness. Insidious brought Maka's blade swiftly down on the woman's head and the sharp blade cut her cleanly in two before stabbing into the hard tiled floor. The two sides of the still smiling woman disappeared into the darkness as Insidious slashed another sharp tendril of darkness.

"A Shadow Double? Now that's a spell I have to learn." Insidious said, using Maka as to pole-vault over a wave of darkness. Several of the woman's Shadow Doubles descended on him, spears of darkness at the ready. Insidious ducked as the dark blades stabbed at him in unison and he gripped Maka's shaft tightly before whirling around, cutting down the circle of Shadow Doubles that had formed around them.

Seeing something move in the shadows surrounding them, Insidious summoned his twenty black daggers and held them in the air in front of him using his own shadows.

"Rain Of Blades."

The daggers whipped forward with extreme speed, stabbing into the wall and pinning the woman to the wall by her shirt. Insidious stepped forward and slammed Maka's blade into the wall right next to the woman's neck.

"No more fooling around. Where is the Kishin? Answer me!" growled Insidious, edging the blade closer to the unfazed woman's neck.

"My, such a rude young man." The woman giggled. Insidious coughed violently and he felt blood surface in his mouth as he saw a black blade piercing through his side.

"Damn it… Not again." Insidious muttered through his gritted teeth. Bringing Maka through the Shadow Double's neck and facing to turn the real one, Insidious felt the woman lay a hand on his face.

"Time to go to sleep now little boy." The woman said with a malefic grin as darkness edged his vision as Insidious faded into unconsciousness.

Maka transformed back into her human form and summoned two of her blades, but she was held back by a Shadow Double!

"What did you do to him?!" she demanded, struggling against the Shadow Doubles.

"I simply cast a sleeping spell on him. The same one I'm going to put on you." The woman laughed as she put a delicate hand on Maka's forehead. "Sweet dreams!"

Blair watched in the shadows as Maka slumped forward and the woman disappeared with both Insidious and Maka! Blair silently ran through the tower, searching for the people Insidious had told her about.

But then a bright light in the sky appeared.

*v*v*v*

*v*v*v*

After the Etherion Cannon had fired, all the magic energy it generated had been absorbed by the giant lacrima inside the Tower of Heaven.

"We can't leave Erza, Natsu and Insidious behind!" Lucy shouted.

"Natsu and Erza can handle themselves. And knowing Insidious, he's made his way back to the Hotel already." Gray argued.

"We can't be sure of that!"

The argument between the guildmates was cut short as a purple cat in a witch's hat appeared.

"Hey! I need to talk with you guys!"

"Huh? What is it Happy?" Gray asked.

"That's not Happy." Lucy said bluntly.

"Yeah Gray! I woulda thought that… woooow."

Happy liked this new cat. Happy looked in awe at her silky smooth coat, her beautiful and mysterious eyes, her soft paws and long curly tail.

"Will you be mine?" A starry eyed Happy asked the new cat, holding out a freshly found fish in his paws.

Blair squealed with delight and took the fish in her mouth, rubbing up against Happy and chewing contently on the delicious fish.

"Uh… not to ruin this beautiful moment or anything, but what did you want to tell us?" Lucy asked.

"Oh! My name's Blair the Cat, and I need your help!" she said. "Insidious has been kidnapped by some tramp!"

"A tramp huh?" Lucy deadpanned, putting together a mental image.

"Well if you know where he is, lead us to him!" Gray said urgently.

"Aye! I shall follow you anywhere!" Happy said, donning a suit of gleaming silver armour, complete with a sword.

"Where did you get that armour?" Lucy asked, but was ignored as the others ran off without her. "H-hey! Wait for me guys!"

*v*v*v*

*v*v*v*

Insidious' eyes snapped open and he yelled in surprise when he felt magic energy flood into him. Maka was already screaming, as the magic energy felt like molten iron pulsing through her veins to her. Maka and Insidious had been strapped upright into some kind of machine, thick tubes, pipes and wires flowing from them. Most of the cables and tubes connected to a pile of slightly twitching body parts covered in blood. Magical lightning arced between Insidious, Maka and the pile of rotting flesh as the Meister and Wizard screamed in agony.

"The Madness isn't very strong in either of them at the moment." Anguish observed. "Activate Madness Stimulation One."

The magic energy stopped as a number of blades descended upon Maka and began slashing at her.

"Leave her alone!" roared Insidious, straining against the iron restraints. As Maka screams became louder, Insidious grew angrier until the blood pounding in his head started pouring from his eyes. Maka was horrified to see that Insidious' soul was aflame once again, but this time burning brighter than ever before! Now it was warped and twisted by Madness.

"I'll kill you all! Murder you! Rip out your organs and tear them apart! I'll drain all the blood from your body and fill you with molten lead!" Insidious screeched unintelligibly, trying to tear apart the metal holding him in place. The blades had long since disappeared and Maka was still bleeding heavily.

"Excellent. He's all riled up now. How much Madness are we getting off him?"

"Just over half the madness required to awaken our Kishin." Lance reported, eyes on the magical monitors.

"Activate Madness Stimulation Two."

A thin tube that had been connected to Maka's bloodstream began filling with a dark liquid. Maka's eyes widened in horror as she realised what was going on.

'How did they get a hold of Black Blood? This isn't good! I can't stop it!' she thought as the dark liquid entered her bloodstream. Maka's mouth twitched and shifted between a mad grin and a desperate grimace before she became completely submerged in Madness.

"Hehehehe… What's goin' on? What's with the twitchy arms?" Maka giggled, eyes darting around the glass dome. "Can I eat one?"

The twitching pile of arms and flesh began to hover and connect as the magic energy and madness was absorbed into it. Black blood was also pumped into it as the body began to resemble something truly monstrous. Three torsos connected to form a tall snake-like body with three beast and one human leg at the base. Four arms were connected to the top of the body, each of which were different lengths and colours from the rotting. The creature's head was that of two of the beasts heads fused together, to form an eyeless, double mouthed monstrosity. Four clawed tentacles burst from the horrendous creature's back and waved wildly as the creature roared ferociously. The new Kishin was born.

"Yes! I've done it!" Anguish laughed maniacally. "Now, with this creature, nothing will stop me from claiming the Book of Eibon from those simpering idiots! And after that, the Book of Zeref will be added to my collection as well!"

"Oh really?"


	5. Chapter 5

(A/N: PLEASE REMEMBER TO REVIEW. Thank you for reading this far! Please enjoy the new chapter!)

*v*v*v*

*v*v*v*

"Just what do you think you've done you pathetic little worm?!" shouted Jellal, striding over to Anguish. "This horrific beast you've spawned has prevented me from reviving Zeref! Do you have any idea how long it took me to manipulate the Magic Council to fire the Etherion Cannon?!"

"No, and quite frankly I don't give a damn," Anguish said. "Because I am not your servant anymore. I have always been more powerful than you, and you never even suspected me or my servants. You are an utter fool through and through."

Jellal gritted his teeth and snapped his arm back into place. "You are the fool. If you think I'm going to let you destroy my hard work, you have another thing coming!" He shouted, pointing to the roaring Kishin. "I'm going to take that mockery of existence from you and sacrifice it to use its Magic Energy to restore the R-System's Power!"

"Do you seriously think you'll be able to overcome my Curse Magic?" Anguish mocked, snapping his fingers and breaking Jellal's shin. Jellal roared in agony and clutched his shin before planting his hands on the ground.

"Meteor!"

Jellal was flung forward by his magic and he barrelled into Anguish, sending him flying into the glass dome.

"That does it you little worm." Anguish snarled, taking a dagger from his pocket and slicing open one of his veins. "I was going to kill you quickly, but now you've made me angry!"

Anguish swung his arm, spattering his black blood onto the ground.

"Why is it black?"

"Bloody Needle."

Jellal only narrowly ducked the razor sharp needles aimed at his eyes, but he was then caught by two more needles that stabbed into his heart and windpipe. The thin ebony needles carried him further until they connected with a wall and sunk deep into it, pinning him to the wall.

"Pathetic. I would have thought a pawn of Zeref would have been stronger than this." Anguish snorted before turning his attention to his heavily bleeding arm. Hardening the black blood around the self-inflicted wound, he noticed that what he thought was Jellal's corpse was flickering! "Thought Projection. Perhaps I gave him too little credit."

"Master Anguish! The Kishin!" screamed Sable.

It didn't take Anguish long to realize that the Zombie Kishin was bashing against the solid glass dome, snapping its terrible jaws at him. "Disgusting creature. Know who your master is!"

Anguish broke one of the creature's bones, but it appeared completely unfazed. If anything, the berserk creature beat on the dome harder! The glass began to crack and Anguish's heart started to sink.

"Sable, restrain the Zombie Kishin." Anguish ordered.

Sable's face was a mask of effort and strain. "I've been trying Master Anguish, but I can't stop it!"

"Sabre, Lance! Go into the dome and restrain the creature by force." Anguish ordered.

Sabre and Lance both summoned their weapons, Sabre's dual sabres and Lance's huge iron battle lance and stepped into the dome of glass and confronted the Zombie Kishin. Without moving its head from Anguish, the four toothed tentacles on its back extended with blinding speed and sliced the two wizards in two before impaling their bisected corpses and bringing them into its mouth where it chewed, rivers of sanguine liquid spilling through its shark like teeth.

Maka giggled with sick glee at the spectacle. "Ooohhoho! Messy!"

Insidious ground his teeth as he struggled against the restraints and shouted strings of curses and violent oaths, most of them directed to the increasingly furious pink haired wizard.

"Enough! You will obey my commands!" he shouted, snapping his fingers multiple times and breaking all the bones in the Zombie Kishin's body, only for them to regenerate in front of his eyes! "It mastered the Black Blood so quickly!"

The Zombie Kishin finally broke through the glass dome and roared in the face of Anguish before taking a swipe at him with his two clawed left arms. The claws scored deep into Anguish's chest, black blood spurting like a fountain and sending him tumbling backwards. Hardening the blood around his wound, Anguish held out a hand to the pool of blood that had formed.

"Bloody Slicer!"

The blood on the ground turned into a black crescent blade which then collided with the Zombie Kishin, not even cutting the skin! The Zombie Kishin turned its head into the direction of a terrified and screaming Sable, who was silenced when one of the barbed tentacles stabbed through her forehead. Her dangling corpse was lifted up and into the Kishin's top mouth where it chewed the woman's bones, sickening crunches sounding throughout the room with every bite.

"Damn it!" shouted Anguish as he realised his mistake. "The Madness from Insidious must be interfering with my control over my Kishin!"

Anguish snapped his fingers multiple times, turning the bones of the Zombie Kishin to powder. The Zombie Kishin collapsed to the ground, roaring in agony with its two mouths. But soon enough it was back up again.

"I 'member the other Kishin. It was sooooo much cooler than this one." The Insane Maka moaned. "Hey 'Sidiiiious, what do you think?"

Insidious was too busy frothing at the mouth with rage, more and more blood pouring from his eyes that were locked on the form of Anguish. He had long since run out of words to use to express his rage, and now settled for plain screaming. A deep, raging scream that chilled the soul and put fear into Anguish as he desperately fought back the Zombie Kishin.

"You're not much one for talkies, huh?"

Inside Maka's mind, she was struggling to fight back against the waves Black Blood.

*v*v*v*

*v*v*v*

"Huh? Where am I?" Maka wondered, walking around. All she could see were bookshelves, stretching as far and high as the eye could see. Taking a book out at random, she was surprised to see it was filled with nothing but pictures of her childhood! "Am I inside my head?"

A dripping sound coming from behind her drew her attention away from the book. Stepping over to the liquid that had dripped from the invisible ceiling, she was horrified to discover it was a drop of black blood!

"Oh no…"

Maka looked up to the tops of the bookshelves and noticed that they were slowly becoming covered in a thick layer of black blood! Maka turned around and saw a door materialise in front of her. Running forward and turning the handle, she burst into the room. It was Soul's Black Room!

"Maka? Is that you?"

Turning around, Maka saw it was Soul, dressed in his black and red suit. Maka ran over to Soul and pulled him into a tight hug.

"Soul! I need your help! I'm trapped in the Madness in another world!"

"Wait, slow down. Another world?"

"I got teleported to another world somehow, and now another Kishin has been created!"

"What?!"

"Worse still, I think whoever created it is going to try and bring it back to our world."

"This is bad. I have to tell Lord Death immediately!" Soul said, breaking from Maka's embrace.

"No time! I need your help to break myself out of the Madness! I don't even know how I got here, but I need your help!"

"You can do that yourself. You don't need me. Just pull yourself out. You did it before, right?" Soul said as Maka was pulled back through the doorway by an invisible force. "Maka!"

"Soul!"

The door slammed shut and Maka felt herself drop into some kind of thick liquid. The same as the one she felt before when she had descended into Madness before.

'Okay, so all I have to do is pull myself out?' she thought, swimming around. She saw two brightly glowing orbs hovering just in front of her. Upon reaching them, she saw one was purple, and the other was blue. 'This must be Insidious' soul. And this is my soul. Now I just have to get out of the Madness.'

Grabbing the two souls, Maka swum back upwards to the surface. Her throat tightened as she realised that she was running out of breath! Powering upwards, she was still too far away. At this rate, she'd never make it!

That's when she felt cool iron hands grab onto hers and pull her upwards. Insidious was now in front of her, swimming upwards with fire in his eyes. As soon as they broke the surface, the two were thrust back into their bodies.

*v*v*v*

*v*v*v*

"Maka! Are you okay?" Insidious asked, struggling against the iron bands and blinking the blood in his eyes away.

"I'm alright." Maka said. Insidious turned into a shadow and reappeared in front of her, unlocking the iron restraints.

"Let's get you out of there."

Anguish looked with disgust at the two brats and the Zombie Kishin before him. "Useless. Every one of you is useless!" he bellowed. "It's time I do this myself!"

Anguish took a tiny book from his pocket and began to read an incomprehensible string of ancient sounding language. The Zombie Kishin stopped roaring and now bowed its head towards Anguish.

"Ha! Now that's more like it!" Anguish laughed before continuing to read the book. He dipped a thumb into one of the many pools of blood on the floor before making several complicated signs on the wall.

Insidious requipped into his Black Paladin armour and held out a hand for Maka. She then transformed into a scythe and Insidious swung it over his back before advancing towards Anguish.

"You aren't going anywhere." He growled. "I'm going to tear you and your Kishin pet apart you sadistic bastard."

"Well if it isn't the little Warlock." mocked Anguish.

"I'm not a Warlock any longer." Insidious said, twirling Maka around before shifting into an offensive stance. "I am Insidious the Black Paladin, and Unofficial Scythe Meister. I'm here to take your soul."

Maka's face appeared in the blade of the scythe and she grinned. "Couldn't have said it better myself."

"Fools. All of you." Anguish growled. "Do you think you alone can stand against the might of the Zombie Kishin?!"

That's when a wall exploded inwards, throwing up a huge cloud of grey dust.

"You guys have an awesome sense of dramatic timing!" Insidious coughed.

"Hey, we couldn't have you hogging all the glory." Gray smirked, putting his hands together and letting the cold mist seep out. Insidious noticed he was thankfully still wearing his pants.

"Aye!" shouted Happy, soaring into the air, much to Blair's delight.

"Whoa! What the hell is that thing?!" shrieked Lucy. "Gray! Kill it! Kill it, kill it, kill it!"

"Fools! Pitiful, arrogant fools! You cannot hope to destroy my creation!" Anguish roared, pointing a finger towards Insidious and Maka. "Zombie Kishin! Devour their souls as well as the others!"

The Zombie Kishin lumbered forwards, roaring horribly as Insidious pulled Maka's blade behind him. As the Kishin lurched forward suddenly, Insidious swung the scythe around and stuck it into the Kishin's head, causing it to roar in pain. Swinging himself up, Insidious hooked Maka's blade around the Kishin's neck and pulled hard, but the blade clanged against its skin!

"What the-"

Insidious was sent hurtling towards a wall as one of the toothed tentacles crashed against his back.

"Ice Make: Snow Wall!"

A huge snowdrift appeared out of nowhere, cushioning Insidious' landing. "Thanks Gray!"

"No problem!" Gray said, ducking out of the way of a wildly waving tentacle. "Ice Make: Lance!"

Several spears of ice crashed into the Zombie Kishin, causing it to reel back, but the lances froze over where they had struck, causing it to stumble slightly, unsure of what to do.

Blair quickly transformed into her human form and held a hand out in front of her. "Pumpkin, pumpkin, pum-pum-pumpkin. Halloween Cannon!"

The orange ball exploded against the frozen leg of the Zombie Kishin, causing it to shatter into large chunks. The Zombie Kishin staggered backwards before rearing up and falling over backwards, almost crushing Anguish in the process!

"Hey Maka." Insidious said, standing up again and holding Maka in a single handed grip. "I think I have an idea."

"You don't have to tell me." Maka smirked. "I don't know if we can pull it off though. A Witch using the Witch Hunter?"

"We can save the hypocrisy for later. Right now this thing needs to die." Insidious said, summoning his mother's broadsword in his other hand. "Lucy! Care to join in? I have an idea!"

"Open, Gate of the Archer! Sagittarius!" shouted Lucy, summoning her celestial spirit.

"A pleasure as always, my lady." Saluted a man in a horse costume with a bow. "Goodness! What a horrific creature!"

Lucy pointed towards the writhing Kishin. "See what you can do to take that thing down a peg!"

"With pleasure my lady!" snorted the horse-man, drawing his bow and firing off several shots at the Kishin.

Insidious leapt upwards, running along the top of the glass dome and blocking the barbed tentacles that were sent his way with his mother's sword. Leaping off the glass dome and stabbing the broadsword into the Kishin's skull, he gripped the handle and shouted.

"Witch's Lightning!"

The Kishin's body begun to spasm wildly as Insidious struggled to hold on. Leaping up into the air, he dispelled the broadsword and lifted Maka high above his head.

"You ready Maka?" Insidious asked.

"You bet."

"Let's go, Soul Resonance!"

Insidious felt his soul strengthen as Maka's power was added onto his. As Insidious begun to fall, Maka's scythe blade grew to a huge and bizarrely twisted multicoloured shape and Insidious swung it down with huge force.

"Witch Hunter!"

The Witch Hunter slammed into the body of the Kishin, the crystalline blade biting deep into its rotten flesh and causing it to roar in pain. As Maka's scythe form shrunk back to normal size, the Kishin slumped over sideways, bleeding out on the ground.

"We did it!" shouted Lucy triumphantly.

"No! Not while I'm so close!" shouted Anguish. Grasping one of the Zombie Kishin's tentacles, he planted a hand on the complex diagram he had drawn on the wall. "Goodbye Fairy Tail wizards! When we meet again, you won't be so lucky!"

In a bright flash of light and a horrific tearing sound, both Anguish and the Zombie Kishin had disappeared!

"Damn it, where'd he go?" Gray asked.

"At least it's gone." sighed Lucy. "I don't think I'll be able to sleep for a week after seeing that thing."

"It's not gone." Insidious said bluntly as he stood Maka up straight, using her like a staff. "It's gone to another dimension."

"So?" Gray asked.

Maka transformed back into her human form and stared at the floor. "It's probably gone to my dimension."

"Wait, she can turn into a scythe?" Happy asked. "That's so cool!"

"I guess I haven't introduced you. Everyone, this is Maka. I probably should have told you this a long time ago, but she and I came from a different dimension."

"So… Like a celestial spirit?" Lucy asked.

"Probably, but a bit more permanent." Insidious said.

The conversation was cut short as a deep pulsing sound started coming from the crystalline blue walls as they started to glow ominously.

"What's that noise?" Maka asked.

"There must have been some magic energy left in the lacrima! It must have duplicated or something and now it's completely unstable!"

"Huh?" Maka asked.

"My thoughts exactly. I don't know what it means either, but it sounds bad." Insidious said.

"It means if we don't get out of here soon we'll be blown to pieces!" shouted Lucy.

"Okay, that really sounds bad!"

"This way!" called Blair, riding on a large flying pumpkin.

"Maka, come on!" Insidious shouted, taking Maka's hand and running to catch up with the others.

*v*v*v*

*v*v*v*

Anguish stepped through the wall, the haemorrhaging Zombie Kishin in tow.

"Pitiful. The most powerful magical being in existence and you were injured by a couple of Fairy Tail wizards and a phony Meister."

The Zombie Kishin whined pitifully as it concentrated on healing its wounds.

"I'm going to collect souls for you to devour. You stay here and don't do anything."

After Anguish disappeared into the darkness, the Zombie Kishin vomited up two sabres made from sharpened bones. Taking them in its claws, it also partially regurgitated an iron lance from its bottom mouth and fired a red energy beam of madness and magic at the wall. The Zombie Kishin's shadow danced even though it stayed perfectly still. It swallowed the lance again as three wretched and tortured sounding voices spoke in unison.

"Hun…gry…"

*v*v*v*

*v*v*v*

As Insidious and Maka were running down the hall, Maka had turned back into her scythe form. Insidious had also dispelled his Black Paladin armour so he could keep up with Gray, Lucy and Blair who was flying alongside Happy.

"You never told me you were a human!" Happy wailed, tears streaming from his eyes.

"I'm not! I'm a cat with extraordinary magical powers!" Blair said, turning back into her cat form. "I still love you Happy!"

"You really mean that?"

"Of course I do!"

"Ugh. Can we please just keep running?!" shouted Lucy.

"Hey Blair, can't you make more of those pumpkins for us?" shouted Insidious.

"I guess I can!" Blair laughed.

"Then why didn't you do that earlier?!"

"I guess I just didn't think about it!" she laughed, conjuring several more large flying pumpkins. "Hold on tight guys!"

As two more pumpkins materialised, Insidious, Maka, Gray and Lucy leapt onto them before they rocketed forward to keep up with Blair.

"Hey Lucy, where's Juvia, Natsu and Erza? Are they alright?" Insidious asked.

"Juvia's on the boat getting Wally, Shou, Simon and Milliana off the island."

"Wait, aren't those the guys that attacked Erza?" Insidious asked.

"They were tricked by Jellal. It's kinda complicated. Erza can tell you the whole story later" Lucy explained.

The three pumpkins burst out of large doorway and out into the night sky, speeding away from the brightly glowing tower.

"That tower is an entire lacrima?" Insidious said in disbelief.

"Lacrima?" Maka asked, transforming back into her human form.

"It's a type of crystal that can store magical energy. And that tower might just be the biggest lacrima in the whole universe." Lucy said.

And then it exploded in a giant burst of magic energy. The force of the shockwave sent them all flying, landing with a huge splash in the ocean. Insidious and Maka swam to the surface, looking around to see if all the others were okay. Happy was holding Blair high above the water.

"My hero!" she meowed.

"Oh sure, don't help anybody else." Lucy grumbled.

"Gray my darling!" came a shout from nearby as a bubble of water rapidly approached.

"Juvia?"

The bubble of water melted away, revealing the boat they had come to the island on. Insidious and Maka swam over to the boat and climbed on with everyone else.

"So where's Erza?" Insidious asked.

"And Natsu, where's Natsu?" Happy asked.

The others looked at the floor of the boat, avoiding the gazes of the other mages.

"They… They didn't make it?"

*v*v*v*

*v*v*v*

Insidious was the first off the boat when they arrived back at the shore. He stepped silently across the beach, boots sinking slightly into the wet sand. Had they really not made it out of the tower? Insidious' heart began to throb painfully as a tear streaked down his face. He didn't want to lose her. He had lost so much, and he wasn't going to lose Erza or Natsu. But there was nothing he could do. He sat down on the beach, watching the tide roll in.

He felt a gloved hand on his shoulder as Maka sat down on the sand next to him.

"Will you be alright?"

"I don't know. Erza… I guess she was like another parent to me. She was so strong and brave. She was also pretty scary at times. Like a bear."

"Heh. She sounds like my mother." Maka said, looking out to the sea.

"That reminds me. How's Spirit?" Insidious asked.

"Still as pervy as ever. He still gets the snot beaten out of him daily by Sophia if you were wondering."

Insidious laughed at this before falling on his back and staring up into the starry sky. "That's good to hear. It's just a shame I never managed to settle the score with him. And how's Sophia? I hope she's doing well."

"Her bakery is really popular now! She occasionally has to go out to harvest some more Kishin Eggs, but she's making a boatload of money."

"Glad to hear that she's doing well."

"She still visits your grave you know." She added solemnly. "Every Sunday, she goes out to your grave to lay down new flowers. I go with her sometimes, as well as Kid, Liz and Patty, Soul, Tsubaki, even Black Star! Though the only time he visited was to give you a stack of homework."

Insidious let out another small laugh. "Yeah. I guess I forgot about our deal. I've got some explaining to do, huh?"

"Even Lord Death visited once. That was a surprise." Maka said. An empty silence filled the air as the wizard and the Meister watched the waves roll in and out. "How did you get here Insidious?"

"I don't know. I remember dying. But then I just woke up in a cave." Insidious said. "From then, I met Erza. She took me to Fairy Tail and I joined them."

"It sounds like you really do belong here."

"Yeah. I feel a lot happier now. I probably never would have gotten to where I am now if I never met Sophia. If I never met you."

Something broke the surface of the water, drawing Insidious' attention.

"No way… Is that..? Natsu!"

"Hey, Insidious! Can you gimme a hand?" he shouted back, struggling to lift Erza above the waterline.

Insidious took off his cloak and gauntlets and dived into the waves, the icy, salty water burning his hands like fire. As he and Natsu lifted Erza above the waves, she coughed up seawater. The others rushed over to her and crowded around as she slowly regained consciousness.

"Natsu?" asked Erza weakly, slowly looking around. "Wha… What happened?"

"Care to fill us in Natsu?" Insidious asked, putting his gauntlets back on over his scarred hands.

"Erza jumped into the lacrima to try and stabilize it, but I pulled her out. We only just made it out of the tower before it exploded! It was awesome!"

'You guys are crazy." Maka said.

"Erza," Insidious said, wiping the tears from his face. "Don't you ever do something that stupid again. Promise?"

Erza smiled slightly. "I promise."

*v*v*v*

*v*v*v*

As day broke over the Hotel, Insidious and Maka attempted to call Lord Death.

"So how are we supposed to do it?" Insidious asked.

"We need a mirror."

"There's one in my room. Let's go."

Upon arriving at the mirror, Maka breathed on it, fogging it up before writing in some numbers.

"Forty two, forty two, five sixty four, whenever you want to knock on Death's door." Maka chanted as the mirror turned white and glowed brightly, causing Insidious to squint slightly. "Hello, Lord Death are you there?"

"Maaaakaaaaaaaa!" came a shout from the mirror as the face of Spirit was slowly revealed.

"Yeah. Hello dad."

"Maka I've been so worried about you!" he sobbed. "I thought you were gone forever!"

"Reaper Chop!"

Spirit's head was sent flying out of the mirror to be replaced with Lord Death's mask.

"Hello, hello Maka, great to see ya! And oooh, there's a face I haven't seen for a while! Welcome back to the world of the living Insidious!" Death said happily, giving a peace sign with his huge boxy fingers.

"Thanks Lord Death. It's good to see you again too. How are things at the DWMA?" Insidious asked.

"Everything's been running smoothly. Kid's still worked up about the symmetry of the academy though. A few classrooms had to be remodelled and now he's absolutely livid."

"Lord Death, we have something to report." Maka said urgently. "A new Kishin has been created and now we think it's somewhere in our universe."

"Ah yes, Soul's told me that little tidbit of information already. But who created the Kishin, and why?"

"In the state of Madness I had, I was sure I heard something about the Book of Eibon and something called the Book of Zeref." Maka reported. "The Kishin was created by a male Witch named Anguish. From what I saw, he somehow had knowledge of the black blood as well as black blood himself. He called the Kishin the Zombie Kishin. And disturbingly, it obeyed his orders."

"An obedient Kishin? Now that's something I've never heard of." Death said worriedly. "And if he's planning on getting his hands on the Book of Eibon, the results could be catastrophic. Though I'm not entirely sure who Zeref is."

"Perhaps I can explain."

Insidious turned around to see Erza standing in the doorway! "Erza, you're awake!" he said as she walked over to the mirror. "Erza, this is Lord Death. Lord Death, this is Erza Scarlet, one of the most powerful mages in Fairy Tail."

"A pleasure to meet you Miss Erza." Death said cheerily. "Now please tell us, who or what is this Zeref character?"

"Zeref is quite possibly the most powerful and evil mage ever to exist in the history of Earthland. He had created terrible demons that ravaged the land until they had been defeated. The Book of Zeref has scriptures that teach Living Magic, a Black Art that breathes life into inanimate objects. Zeref used this magic to create his demons."

"Hmm. I see, I see. Well, we'll just have to stop this Anguish person, whoever he is. Maka, I'll get Sid and Nygus to track down Anguish and locate his hideout. Do you guys know how you can manage to get back to our universe?"

"Lucy might know. She specializes in this sort of thing, doesn't she?" Insidious asked.

"She might be able to." Erza said, putting a gauntleted hand to her chin in thought.

"Well, I'm sure you guys are gonna work something out! Now I've got things to do. I'm sure a lot of people would be glad to hear that you're alive Insidious. See ya!" Death waved as the mirror returned to normal.

"Alright. Let's go find- eek!"

Erza was giving Insidious the mother of all death stares before she grabbed his ear with a gauntleted hand and dragged him along behind her. "You have a lot of explaining to do about why you lied to us."

Maka stood in shock as Insidious was dragged out of the room by his ears. Maka was about to follow them when Erza poked her head back into the room.

"You. You are coming with me."

"Eek! Y-yes ma'am!"

*v*v*v*

*v*v*v*

"So you're really from another dimension?" Natsu asked. "That's so cool!"

"And it's so different from ours. So instead of normal magic, there are people that can turn into weapons?"

"That's right." Maka said.

"It's a shame magic is considered taboo in your universe. It's a great tool for everyday life." Erza said. "Thank you. Your explanation has suddenly made things much clearer."

"Yeah. But something I don't get," Insidious said, struggling against the ropes. "Was why you had to tie us up first!"

"I didn't want you escaping." Erza said.

"We weren't going to escape, now untie us!" Insidious shouted.

"No. As punishment for lying to us, you shall be tied up in the luggage compartment until we return to Fairy Tail."

"What?!"

"But I didn't do anything…" Maka sobbed.


	6. Chapter 6

True to Erza's words, Insidious and Maka had been untied upon arriving back at Magnolia. They were then brought back to the guild hall so they could discuss the matter with Makarov.

"So what's this guild like?" Maka asked.

"It's… sort of like the DWMA." Insidious said, ducking under a flying chair as he entered the guild hall. "That is to say if it were comprised entirely of Black Star and Soul."

Maka was horrified at that mental picture. "Uh… I think I'll just wait outside."

"You won't have to for long. The Master's coming."Erza said before a loud thud came from inside the guild hall and everyone fell silent. "I think it's safe to go in now."

As the group entered, Maka was slightly put on edge. Every single soul inside the guild hall was that of a witch, and in most cases, they were extremely powerful! She believed Insidious when he said that they weren't going to attack her, but she couldn't help her apprehensive feelings. In the middle of the room stood Master Makarov, who turned to the group.

"So, you're back. How was the vacation?"

"Less than stellar." sighed an exhausted Erza. "And I'm afraid it's only going to get worse from here."

"Why do you say that?"

"We have discovered that a rogue wizard known as Anguish has created a demon from another world known as a Kishin. Anguish and the Kishin have travelled to its original universe to try and recover something called the Book of Eibon. After which they will return to Earthland to try and locate the Book of Zeref."

The entire guild was completely silent as Makarov sighed. "Sounds like we've got a lot on our hands then. At this rate retirement is going to be something I could only imagine. I'll try to call upon other guilds and the Magic Council to try and convince them to locate and guard the Book of Zeref. In the meantime, you guys find a way into this other dimension and destroy the Kishin and bring Anguish to justice."

"There's more." Erza said. "Insidious hasn't been telling us the whole truth about his arrival."

"You mean it took you this long to figure out he was from another dimension?" Makarov asked, turning his back and leaping up the stairs. "Now get going! That demon isn't going to destroy itself!"

*v*v*v*

*v*v*v*

Insidious sat on the rooftop, studying a new Shadow Magic spell book under the brilliant light of the full moon as it begun its graceful arc into the sky. It didn't look like the moon he was used to, and for that he was incredibly grateful. Now he'd learned the Shadow Double spell that Sable woman had used, as well as a spell that used shadows to drag objects towards him.

Insidious thought about what had happened in the tower and remembered the scythe he had made for Maka. If the tower was destroyed, then the statue he made the scythe from must have been destroyed too.

"Requip: Shadow Scythe." He said. The scythe appeared in his outstretched hand, but as soon as he touched the shaft it turned to a black mist, blowing into the midnight breeze and disappearing. "I guess what Erza said was true. I should be more careful."

Standing up, Insidious melded into the shadows and glided through the streets of Magnolia until he reached a large clearing in the forest near the outskirts of the city. There he found a large boulder, with Maka sitting on the top.

"What are you doing here Maka?" he asked, appearing from the shadows behind her, only to feel a book jammed into his skull. "Did you have to bring that book with you?!"

"Don't scare me like that!" she chided before returning her gaze to the moon. "I couldn't really sleep. The moon here looks so different."

"At least it doesn't look so creepy now." Insidious shrugged, sitting down beside Maka.

"Says the guy made out of shadows."

"Yeah, yeah. I have some bad news. The scythe I made you broke."

"Well the statue you made it from is probably in pieces at the bottom of the ocean, so that makes sense."

"I was planning on making another out of this boulder you were sitting on." he said, tapping the rock with his gauntleted hand.

"Sure. Go ahead." She said, sliding off the boulder. Insidious found that after making another scythe he had some leftover shadows, so he turned it into a long length of black chain with heavy spikes at both end.

"Just what the doctor ordered." He said, tossing the black scythe to Maka. She caught it mid-flight and twirled it around her body before planting the butt into the soft ground.

"Hey Insidious."

"Yeah?" he said, rolling off the rock and landing with a muted thud on the dew laden grass.

"How about we spar for a while? I don't want to be out of practice."

Insidious stood up to full height and rolled his arms around in their sockets. "If that's what you want. Just know that I won't be pulling any punches just because you're a girl. That includes using my Shadow Magic."

"Good. That way it wouldn't be a challenge." Maka smirked, shifting into an offensive position. "Chivalry is dead anyway."

And with that, the fight begun.

With a wave of his hand, Insidious summoned the twenty shadow daggers and pointed them at Maka.

"Rain of Blades."

The daggers flew forwards with blinding speed, only to be batted out of the way expertly by Maka. Rushing in closer, scythe held behind her, Maka whirled the blade around where it was blocked by a wall of shadows!

"Guard Shadow."

Insidious leapt forward and aimed a punch at Maka's head, but she managed to duck the blow and deliver her own punch straight into Insidious' ribs! Stumbling backwards, Insidious melded into the shadows and reappeared behind Maka.

"Ouch. I'd forgotten how much being hit by you hurts." He said, summoning his new silver rapier and the silver dagger. "Requip: Moonlight Duellist's Arms."

Maka charged again, scythe held low. Insidious nimbly leapt over the strike aimed at his legs and sunk the rapier into the soft earth behind the metal shaft, preventing Maka from moving the scythe backwards! The silver dagger nicked Maka's shoulder, a thin line of blood dripping from the wound.

"Just a scratch. You've gotten a lot faster with those blades, haven't you?" She said, leaping backwards and holding the scythe up high. With blinding speed, Maka charged in, fully expecting Insidious to block or dodge the overhead strike.

He didn't.

The black scythe blade tore through Insidious, cleanly shearing him in half. Maka's eyes widened in horror as she realised what she had just done. Then, much to her confusion, the two halves of Insidious' corpse disappeared into the darkness. Insidious couldn't contain his laughter anymore as he burst from his hiding place, laughing his head off.

"You should have seen the look on your face! Aahahahaha!"

"Don't do that!" Maka shouted. "You scared me half to death with that stunt!"

"Hehe… Sorry Maka, I just couldn't resist. It's good practice anyway." He said, getting to his feet. "If my Shadow Doubles can fool you, they can fool anyone."

"Alright, just don't do that again." She said, readying the scythe once more. With a yell, Maka leapt into the air and brought down the scythe, with Insidious easily avoiding the sharp black blade as it sunk into the damp soil. Catching the end of the scythe with his dagger, he drew himself in, aiming a stab at Maka with the rapier. Batting the silver blade out of the way with her hand, she quickly reached into her pocket and slammed her book into the side of Insidious' head.

"What was that for?!" Insidious cried in pain.

"I took your advice. It really is a pretty effective combat weapon." She smiled. "Good thing I only buy hardcovers."

"I knew I'd come to regret telling you that." Insidious groaned, dispelling his rapier and silver dagger and summoning a giant black axe. The two blades of the axe were massive twin semicircles of black metal that were attached to a long roughhewn wooden handle, the familiar skull design located between the blades. "Requip: Midnight Splitter."

Insidious leapt up into the air, axe in both hands and brought it down with a massive crash, sending chunks of dirt and grass into the air. Maka had dived out of the path with the axe, rolling as she landed. Standing up again and leaping off the boulder, she thrust the rounded butt of the scythe into his stomach, sending Insidious sprawling. As he fell, Insidious pushed against the ground, landing on his feet before raising the axe above his head.

"Shrieking Midnight!"

Bringing the axe sharply down a ghastly skull thundered towards Maka accompanied by a terrible shrieking sound. Rolling out of the way of the attack, Maka stood up again, only for thin tendrils of shadows to wrap around her arms and ankles before lifting her up in the air!

"Shadow Net." Insidious said triumphantly before letting Maka drop to the ground. "Insidious: One, Maka: Zero."

"Well, let's see if we can't even those scores." Maka said confidently. "Are you ready for round two?"

"You really need to ask?" Insidious said, hefting the axe onto his shoulder.

And the fight began anew.

Maka ducked under Insidious' axe and kicked upwards, feeling her boot connect with Insidious' jaw. Insidious was launched into the air and Maka leapt skywards, catching him in the crook of the scythe and sending him hurtling to the ground. As Insidious hit the ground a large dust cloud was thrown up, obscuring him and Maka as she fell into it.

"Requip: Nemesis Chain!"

Maka heard the distinct rattle of chain as it moved, but she couldn't see it! Whirling the scythe around in a circle above her head, the dust cloud was thrown upwards into the night sky. But Insidious was nowhere to be seen, as was the chain. Taking a small step forward, she gasped as the black chain whipped around her ankle!

"Nemesis Trap!" Insidious shouted from a nearby treetop. Hooking the chain around a sturdy branch, Insidious leapt down from the foliage, sending Maka into the treeline! "I think I've got you again."

"Maybe you'll want to think twice." Maka said, hauling herself onto the branch before jumping down to the ground. Maka grabbed the chain and pulled, wrenching it out of Insidious' hand. After shaking the black chain from her ankle, she charged in with the scythe at the ready. Blocking the blade with both his armoured forearms, Insidious felt Maka's boot plant firmly into his stomach and he was sent flying backwards. Now flat on his back, he felt the scythe blade slam into the soft earth mere millimetres from his head!

"So that's one all then?" Maka said, offering a hand to Insidious.

"I guess so." Insidious laughed, taking Maka's hand. "Nice counters by the way. Very underhanded."

"Uh… Thanks?"

"So this is the final round." Insidious said, donning his Black Paladin armour.

"That armour looks pretty heavy. Are you sure you'll be able to keep up with me?" She asked, twirling the black scythe before resting it on her shoulder.

"If you can lay a scratch on me." Insidious said, conjuring his black rapier. "Requip: Piercing Ebony."

Maka leapt upwards before bringing the scythe downwards with terrifying speed. Insidious lazily sidestepped the attack, but Maka lashed out with both her feet in a vicious double kick, hitting Insidious right in the chest. Insidious slid back in the dirt but appeared unharmed. He held the rapier out in front of him with one hand, the other in the air in a typical fencing position.

"Piercing Shadow."

A thin beam of darkness exploded from the tip of the rapier at tremendous speed, Maka only narrowly dodging out of the way in time. Insidious had conjured his other nine rapiers, each of them identical to Piercing Ebony. Using his shadows, Insidious flung them towards Maka, who blocked them all. Insidious charged in, heavy armour clanking. Maka gave a yell as she swung her scythe overhead, the shaft clanging against Insidious' huge pauldrons. Ignoring the numbness in her hands, Maka reversed the grip on the scythe and slammed the metal shaft into Insidious' head! Insidious' Shadow Double exploded into darkness as the real Insidious punched Maka's back, sending her flying.

Catching herself by slamming the blade into the ground, she slowed to a halt before she dropped to the ground, breathing heavily.

"You okay Maka? I didn't hurt you too badly did I?" Insidious asked. "I'd forgotten about the knuckle studs."

Maka stood up and readied the scythe again. "I've had worse. So come at me with your best shot."

Insidious found himself grinning with excitement as he dispelled the rapier and summoned the sparking purple broadsword. "Requip: Kishinbane."

"A pretty impressive name." Maka said.

"Well I did help you kill the Kishin with this sword. I think it's deserving of its title."

"But what happened to the curse on it? I don't want you to die again."

"When I died the first time, the sword had shattered into a million pieces. When I came to in this universe the sword was fixed again. Not to mention I used it in the first encounter with the Zombie Kishin." He explained. "So I think it's pretty safe to say that the curse is broken."

"Well, if you say so." Maka said. "So does this scythe have any special moves? All your weapons so far have had some kind of special attack."

"I'm pretty sure the Shadow Scythe has a version of Witch Hunter I call Black Hunt. But only I can use it because it's my magic."

"Well I guess I'll just have to beat you without Witch Hunter." Maka smirked, pulling the scythe back and charging in.

"Guard Shadow!"

Maka easily sliced through the barrier of shadows and continued her advance, yelling all the way. Ducking the initial swing, he was caught off guard when Maka smacked him with the blunt end of the circle, causing him to skid sideways.

"Witch's Lightning!" he shouted as the purple sparks erupted from the tip of the blade. Maka took the full force of the blow, feeling like she had just stuck her fingers into a wall socket. But she remained standing. "Are you alright Maka?"

"That really hurt, but it'll take more than that to keep me down." Maka said, raising the scythe again.

"You're a monster." Insidious sweatdropped. He remembered blasting the Kishin with that attack and it was sent reeling. Even Erza showed some sign of injury from the attack!

Maka rushed in again, scythe at the ready. Shifting into a two handed grip, Insidious blocked the scythe with the flat of the blade, purple runes sparking against the metal of the scythe blade. Insidious drew the sword back before swinging in an overhead strike, Maka blocking the sparking blade with the shaft.

Maka leapt backwards, but Insidious reached out with his hand, a hand shaped shadow appearing on the ground and gripping onto Maka's.

"Shadow Pull."

Maka was flung forwards, stumbling back towards Insidious. As Insidious readied Kishinbane, Maka stuck the scythe out and used it to pole vault over him, landing behind him and putting the blade of the scythe to his neck.

"Maka: Two, Insidious: One." Maka grinned, handing him back the scythe as he dispelled his weapons and armour and sat down heavily on the ground.

"Man, that took a lot out of me." He panted, clutching at his chest. "I guess I used up too much magic energy."

"I'm not going to have to carry you back to Lucy's apartment, am I?"

"No, I should be fine." Insidious said, struggling to stand up. "Although the prospect of a nice warm bed does sound great right about now."

*v*v*v*

*v*v*v*

Insidious was sitting in the guild hall, eating breakfast and thinking about things. How would everyone react if he suddenly showed up again in their world? They knew I had died, so Insidious suddenly being not dead would be more than a bit of a shock.

Insidious was distracted from his thoughts when the door to the guild hall burst inwards, revealing Natsu and Happy.

"Hey Natsu." Insidious said before returning to his breakfast. "How are things?"

"Insidious! I want to fight you!"

"Really? Why?"

"Because I want to see how tough you are! Duh!" he said, cracking his knuckles. "Just so you know, I don't want you to hold back, because I won't be!"

Insidious stood up and smirked slightly, his eyes hidden by his wide brimmed hat. Maka was a challenge, but if he wanted to stand a chance against Anguish, he'd have to spar against more wizards. "You're on. Requip: Demon Longsword."

The serrated broadsword appeared in Insidious' gauntleted hand as the guild started cheering and yelling.

"You want to take this outside Natsu? I don't want to have to pay for all the broken tables and chairs."

"Fine by me." He said, turning and striding out of the door.

Insidious followed and they stood outside the gates of the guild hall, facing each other. Natsu's fists burst into fire as several guild members crowded around to watch the fight unfold.

"Two thousand Jewel says Natsu wins."

"Put one thousand Jewel on Insidious!"

"I can't believe you knuckleheads are betting on a guild fight. Ugh. I'm gonna have a drink."

As Natsu rushed forwards Insidious raised the sword, blocking the first fire punch and leaning out of the way of the second. Kicking upwards with a curly toed boot, Insidious' foot connected with Natsu's ribcage, sending him hurtling backwards.

"Oh man, that was a good kick." Natsu coughed. "But now I'm all fired up!"

Natsu breathed in deeply, causing his neck to bulge. Insidious looked in confusion before raising his sword into a guard position.

"Fire Dragon Roar!"

"Shadow Double."

Before the wave of fire reached him, Insidious turned into his shadow form as the fire engulfed his double. When the fire cleared, Insidious rematerialized, causing several members of the crowd to cheer and clap.

"Aw come on! I thought I hit you!"

"One million Jewel on Insidious!" someone in the crowd yelled.

Insidious ran towards Natsu before sliding under another fire punch. Swinging his sword upwards, Insidious made a slash at Natsu as he sidestepped it.

"Fire Dragon Flame Elbow!"

Insidious felt the flame propelled punch land straight into his ribs, sending him hurtling across the street. Rolling backwards as he landed, Insidious leapt forwards, sending forth a shadow spell.

"Knuckle Shadow."

Natsu threw up a wall of fire to protect himself from the shadows, but Insidious leapt through the fire and the eye sockets on the skull on the sword glowed an ominous purple. Insidious held the eyes of the sword up to Natsu's face.

"Demonic Flash!"

A bright flash of purple light shone so brilliantly you could see it from almost anywhere in Magnolia. Natsu was clutching at his eyes, reeling in pain.

"Ah, god that hurts!" he shouted as Happy collided with his head. Insidious looked around and saw that most of the people gathered around were also reeling. Resting the flat of the cool blade on Natsu's collarbone, Insidious smirked slightly.

"I think that's a victory."

"That was a dirty trick." Natsu grumbled, rubbing his eyes.

"What can I say? I'm a very underhanded fighter." He said, dispelling the blade. An icy feeling crept up Insidious' spine as he saw Master Makarov approaching as he surveyed what had happened to the other guild members.

Makarov sighed as he turned to a now shivering Natsu and Insidious. "What did you two do to them this time?" he asked, moustache bristling.

"Uh… I used a spell that temporarily blinds people. It should wear off in a few more seconds. Natsu can already see, right Natsu?"

"Natsu is a Dragon Slayer. He's not like normal mages." Makarov grumbled. "I have a feeling that you have more spells like that, so I don't want you sparring with anyone anywhere near the guild hall. The last thing we need is an out of control Natsu knocking it down again!"

*v*v*v*

*v*v*v*

Insidious was lying on the rooftop again, taking in the warmth of the setting sun. Earthland was certainly a lot more colourful than the one he had grown up in. But then, he had only seen his world in broad daylight and darkest night.

Leaping off the roof, he thumped onto the cobblestone streets, causing Lucy and Maka to shriek in terror.

"Why are you screaming?"

"Don't sneak up on me like that!" Lucy shouted as Maka planted a book in Insidious' skull.

"Okay... Lesson learned." Insidious said, rubbing his hatted head. "So how is the dimension crossing going? Have we figured anything out yet?"

"We've made a deal with the Celestial Spirit King that will allow us to go between worlds, but only for getting there and the return trip. After that, no crossing dimensions." Lucy said, holding up a glass key with a wooden gate emblem on the handle. "We should gather everyone up and pack before crossing over. Can you go find Natsu, Happy and Gray?"

"I think they're inside." Insidious said, jerking a thumb to Lucy's apartment.

Lucy's face fell as she stepped inside, grumbling. Just as Insidious predicted, Natsu, Gray, Happy and Erza were sitting inside, all doing their own thing.

"Don't you people have your own places to stay?!" Lucy shouted. "Well now that you're all here I guess we can get started."

After Lucy yelled at the three of them, she explained what they were going to do when they got there.

"Once we go through the dimensional tunnel, we'll probably land somewhere around Death City. Once we arrive at the city, we'll find the DWMA and greet this Lord Death guy. Hopefully he'll know where that creepy monster thing was."

"So what is this beast exactly?" Erza asked. As Maka explained it to her, Erza's face turned more and more worrisome. "We must destroy this beast! For the good of both our worlds!"

"And you said I was overenthusiastic." Insidious said to Maka.

"Okay everyone, stand back." She said. "Open, Gate of the Different Dimension!"

Where once an ordinary wall was standing now was a heavy looking wooden gate, bound by thick iron strips. As it opened, it slowly revealed a swirling purple vortex, an occasional lightning bolt arcing somewhere in its depths.

"Okay, who wants to go first?" Lucy said, taking a small step behind Erza. "Because I'm sure as hell not going into that thing unless someone else does first."

"Let's go!" shouted Natsu, running headlong into the gate closely followed by a shouting Happy and Gray.

"We must go after them." Erza said, running towards the vortex, dragging Lucy behind her. Soon the only two left were Insidious and Maka.

"You ready?"

"You bet." Maka said, giving a thumbs up before charging into the portal, Insidious closely following behind.

The air inside the dimensional tunnel was what Insidious would have described as stagnant. A foul yet unidentifiable smell hung in the still air, even though the vortex whirled furiously around him. Running to catch up with the others, he had noticed Natsu had covered his nose and mouth with his scarf, but he still seemed to be suffering.

"God, what is that smell?!" he shouted.

"I guess being a Dragonslayer has its downsides." Gray said smugly.

"Not now Gray!" Natsu growled.

"Hey, I think I can see the Celestial Spirit World!" Lucy said, pointing through a hole in the impenetrable vortex clouds.

"Now's not the time for sightseeing Lucy." Erza said, grabbing Lucy by the collar and dragging her along behind her.

Insidious looked ahead and saw a hole open in the vortex ahead of them, revealing a night sky. "There! Just keep running everybody!"

As everyone leap through the other end of the portal, they felt the wind return. It was only then that they realized that they were directly above the DWMA.

And falling straight down.

"AAAAAAAA! We'regonnadiewe'regonnadiewe'regonnadiewe'regonnad ie!" squealed Lucy.

"This was not how I planned this!" Insidious shouted. "Seven League Boots! Fly!"

"Happy!"

"Aye sir!"

"Requip! Heaven's Wheel!"

As most of the group caught themselves, Insidious noticed Maka was still falling!

"Crapcrapcrapcrapcrap! Maka!" Insidious shouted, diving after her. Insidious pulled out of his dive as he saw something black streak through the air, blurred by speed, and catching Maka mid fall.

"It's good to see you again Insidious. How nice of you to drop in." said a slightly smug voice.

"That's not funny." Insidious said as he and the others dropped to the ground. The figure let Maka back onto her feet before facing the others.

"Hey, who is this guy?" Natsu asked, pointing a finger at the figure in front of them.

"My name is Death the Kid. Welcome to the DWMA."


	7. Chapter 7

After meeting with Kid, the group of wizards were then taken to the Death Room to speak with Lord Death himself. Insidious stood in front of the red iron door, remembering the first time he met Lord Death. The door creaked open, revealing the familiar corridor of guillotines.

"On second thought, I think I'd just like to wait outside." Lucy said.

"Nonsense! We must meet with him." Erza said, grabbing Lucy by the arm and dragging her through the doorway.

"Hey Erza, wait for me!" Nastu shouted, running to catch up.

"Is there any time he doesn't shout?" Kid asked Gray. "Also, where did your shirt go?"

"Huh? Ah not again!"

"I've been wondering about that too." Maka said.

"It's probably better if you don't ask." Insidious said before shaking his head. "That's not important anyway. Let's go meet with Lord Death."

The group ran through the guillotines to catch up with Erza, Natsu and Lucy, who were already standing on Lord Death's plinth, but the Grim Reaper himself was nowhere to be seen.

"I don't like this." Lucy said, shrinking behind Erza.

"Aw come on, where is he?" Natsu asked, scratching his head.

"Allow me." Maka said, walking over to the mirror and calling Lord Death. The mirror turned white before revealing the form of Lord Death, lying on a beach chair in the middle of the Bahamas.

"Hello, hello everyone! Great to see you all made it!" Lord Death said cheerily, giving a peace sign before sipping from a half coconut in his hand.

"Father, why are you in the Bahamas? There are several important matters you need to attend to!" Kid objected.

"You're such a buzz kill Kid." Death sighed. "Besides, now that they're here, we can get started."

"So what's the plan?" Erza asked, stepping into view of the mirror.

"We still haven't found the Zombie Kishin's whereabouts, but there have been several rumours about a Witch harvesting souls somewhere in the Mojave Desert, both pure and Kishin Eggs. It might just be Anguish. We've sent Sid and Nygus to investigate, but they're yet to report back."

"Where was he last?" Maka asked.

"He last reported in this morning in Las Vegas." He explained. "He was investigating the rumours of the Witch hunting souls."

"If that's the case, we should wait until they make another report. In the meantime, we can tell Black Star, Soul, Liz and Patty the plan." Kid said.

"Good idea Kid. So where do you think they should stay?"

"The Gallows Mansion should have more than enough room to accommodate them, provided the symmetry is maintained. However Insidious might like to stay in Maka's apartment."

"Righto kid! See you all later." Lord Death said as the mirror returned to its normal reflectiveness. The room descended into a brief silence before Lucy spoke up.

"He wasn't exactly what I was expecting."

*v*v*v*

*v*v*v*

Anguish made his way through the Mojave desert, his face covered by a black scarf to stop the sand from infiltrating his airways. Anguish adjusted his black coat as he walked on through the sandstorm.

The howling of the wind mixed with the quiet groaning of the Zombie Kishin beside him, which had grown significantly. It was now roughly three times as big as it once was, and its head had split into two, creating four hungry mouths each drooling thick rivers of saliva. Its body was now twice as long, eight mutilated torsos making a snake like body from the creature's thick base. From its elongated body sprung four arms, but each of the arms had two extra arms coming out of the elbows for a total of twelve clawed and grasping arms, most of them clutching various weapons like sabres, spiked flails and even an automatic rifle. Its base had several legs, most of them human but a fair number of them were bestial. The tentacles from its back had also increased in number. Now there were an immeasurable amount of sharp toothed tentacles bursting from the creature. Anguish was pleased at the Zombie Kishin's new appearance. It looked like it would inspire fear in the Grim Reaper himself.

The Zombie Kishin sniffed at the air, as if sensing the nearby souls. A wretched chorus of voices, some human, some not, spoke as the Zombie Kishin's primitive brain struggled to form words. "Master… Souls… There…" It said, pointing into the raging whirlwind with a single one of its many, many limbs. "Master… Eat?"

"No." Anguish said as the souls in question came into view. "These souls are the reason we are here."

The four souls in front of them looked nervously at the Zombie Kishin. One of the ones in front, a short man with a long nose in a top hat was the first to speak.

"Why have you brought us here? Surely you do not-"

"I assure you, I am not about to feed you to the Zombie Kishin. You are too useful to me for that."

A girl in an orange froglike hat breathed a heavy sigh before keeping a fearful eye on the Kishin in front of her. It was bad enough when she resurrected the first Kishin, but if news got out that she'd helped the second one, Lord Death would probably hunt her down himself! Still, it was better than the alternative Anguish proposed…

"Huh. So what did you need me for?" the third asked, scratching his neck. "Needle nose here would probably follow you if you were going to take a dump on the DWMA's doorstep, and you bullied the Frog Witch into following you, so what the hell am I here for?"

Anguish smiled nastily at him and inclined his head towards the Zombie Kishin.

"What?! No way. No fucking way am I gonna allow myself to be wielded by that thing." He snarled, crossing his arms. "That thing'll probably drool all over my engine if it doesn't try to eat me first!"

"I assure you Giriko that the Zombie Kishin is obedient to me and only me." Anguish said. "It's perfectly harmless. When I tell it to be."

"Speaking of the creature I have noticed while it is quite a fierce monster, it is no Kishin." Mosquito said. "Please explain."

Anguish narrowed his eyes at the tiny man, wishing he could punish him for doubting his plan. But he knew full well the danger he possessed to him. He doubted he'd have time to command the Zombie Kishin to attack before his life had been drained from his body. He still had not gotten all his powers back.

"True it is not a Kishin as of yet, but soon I will have the number of souls required to fully evolve it. Tell me mister Mosquito, are you a betting man?"

A look of realization crossed Mosquito's aged face as he smiled. "The gambling tournament in Las Vegas."

"Correct. I've decided to let the greed of others satisfy the greed of my Zombie Kishin." Anguish said, scratching the drooling monster's chin.

"An excellent and poetic scheme… Master Anguish." Mosquito said, removing his hat and bowing before his new master.

Giriko spat into the dust and looked back at Anguish. "Look, I don't give a damn about the DWMA, Kishins or any of that crap! Why the hell do you expect me to follow your orders, let alone work with needle nose again?"

"It's not like you to pass up a fight like this." Anguish smiled. "Laying low all this time must have really made you bored and dull. And since you don't have a Meister to wield you, the Zombie Kishin is your best chance to get into the thick of fighting."

Giriko's sharp teeth ground together as he considered what the pink haired bastard was saying. "You're right. And since we're fighting the DWMA I might get to tear apart that friggin' monk. Alright, you have a deal." Girkio said begrudgingly. "But I'm outta here the second someone says human sacrifice and points at me."

"That's three. So what about you," Anguish asked, turning his attention to the last of the gathered souls. "Free?"

The Half-Witch in question was sitting on his ball and chain, looking at the Zombie Kishin with fascination. "Well… You did bust me out of prison again."

Eruka looked at Free in astonishment. "Again?! Do you know what I went through to get you out the first time?!" she yelled. "How did you even end up in there again?"

"It's not my fault! After the whole incident with the first Kishin blew over, you guys left me behind while you skipped town!"

"You were sleeping in the hotel!"

"You didn't wake me up!"

"You said you'd kill me if I did!"

"I did? Oh yeah. Well… It's still your fault!"

Anguish cleared his throat, silencing the frog witch whose face now bore an extremely fearful expression.

"So Free, will you be joining us?"

"You got me out of jail. It's the least I could do." Free said.

"Excellent. Then when the gambling tournament is at its most congested, filled with those ignorant, greedy, stupid sub-humans, the Zombie Kishin will devour all of their souls and we will have a god at our command."

Buried inside a sand dune, many metres away, Sid and Nygus were monitoring the entire conversation with radio equipment and binoculars.

"This isn't good." Sid whispered to Nygus. "We need to report this to Lord Death immediately."

*v*v*v*

*v*v*v*

Insidious' eyes blinked open as the morning sunlight flooded into the living room. As he sat up, he rubbed his eyes and yawned, several vertebrae in his back popping as he did so. He wondered how the others were handling Death City.

"Morning Insidious." Natsu said as he padded around the house, a piece of burnt toast between his teeth.

Insidious almost fell off the couch in surprise. "Natsu! Who the hell let you inside?!"

"I did. The door wasn't locked." He shrugged before sitting on another couch.

"I guess." Insidious shrugged. "So how are the others?"

"Lucy's probably still in the mansion. She says the sun scares her." Natsu said. "Erza and Gray are taking a look around Death City with that guy from last night. I gotta say this place is pretty cool."

"Isn't it just?" said a voice from another room before its owner walked into the living room. "Long time no see Insidious."

"Hey Soul. How've you been?"

"I've been okay. Though you're looking pretty healthy for a dead guy."

Insidious shrugged. "I got better."

Natsu stood up and shook hands with the albino. "Hey. I'm Natsu, one of Fairy Tail's strongest wizards!"

"What, like Sorcerers? You must be pretty powerful then." He said. "Though I'd stay away from Black Star if I were you."

"YAAAHOOOOOO!"

"What was that?" Natsu asked, making his way over to the window. The window shattered as an insanely grinning streak of black, white and blue crashed into Natsu, sending broken glass and furniture everywhere. By the end of it all, Natsu was flat on his back, Soul was pinned to a wall by a couch, Insidious was upside down and in the middle of it all stood a triumphant and laughing Black Star.

"Once again, the almighty Black Star proves his dominance over all foes! Kishin, Sorcerer, not even the son of Lord Death can stop me! Ahhahahaha!"

"Grrr, you jerk! What the hell was that for?!" shouted Natsu, blasting the furniture away from him as he got to his feet.

"So you can stand up. That's a relief. I would have been disappointed if you only went down after one measly kick." Black Star taunted, shifting into an offensive stance.

"If it's a fight you want, then that's what you'll get!" shouted Natsu, bashing his knuckles together. "Now bring it on, blue hair!"

As Insidious righted himself, he became aware of the presence of the red eyed demon in the room, looking around the wreckage of the living room before turning her attention to a KO'd Soul, the now petrified Insidious and finally the two in the centre of the room. Before either of them could blink, Maka was standing between them, her face a mask of pure, unadulterated rage. Black Star begun to sweat, as did Natsu. Maka grabbed Natsu's face with one hand and tossed him straight through the broken window into the street. In the same movement she picked up her book and slammed it into Black Star's face, sending him hurtling into the street at Mach speed. As Insidious climbed out of the rubble, Maka turned her furious face to him and Soul.

"Leave. Now." She growled.

Without thinking, Insidious grabbed Soul's arm and melded into the shadows before appearing moments later in the street where Natsu and Black Star had landed, both with welts the size of watermelons on their heads.

"How do you live with her?" Insidious asked breathlessly.

"By not ruining the furniture." Soul said, head still spinning from the fast shadow travel.

*v*v*v*

*v*v*v*

After Natsu and Black Star had regained some semblance of consciousness, they had decided to meet with the others. They found Gray, Erza, a slightly unnerved Lucy, Happy and several others Natsu couldn't identify at a coffee shop known as DeathBucks. A woman with long black hair and that guy they met yesterday and two more women.

"Hello Natsu, Insidious." Erza said pleasantly as she took a sip from her coffee cup. "I see you've been well Natsu. We've just been acquainting ourselves with Maka's friends."

Natsu was glaring at Black Star, who was returning the glare with equal ferocity. Insidious sat down and took his hat off, revealing his wild black hair and red eyes. "It was a rough morning. Black Star smashed in Maka's window."

"That would explain the bruises." Tsubaki said. "I told you that Maka wouldn't appreciate a fight in her living room."

"Who cares? When someone as godlike as me is in their living room, they should be stunned!" Black Star shouted as he stamped a foot on the coffee table, his foot dangerously close to Erza's strawberry cheesecake. Erza's face turned furious as she glared at Black Star, making him shrink under her gaze.

"Seems like someone can finally shut you up." Soul laughed, taking a seat. "So who are all of you Sorcerers? I'm Soul, the coolest guy around and Maka's Weapon partner."

"My name is Erza Scarlet. It's a pleasure to meet you Soul." Erza said. "This is Lucy, Fairy Tail's only Celestial Mage and our reason for arriving here."

"Nice to meet you." Lucy smiled with a wave of her hand before indicating to Happy. "This is Happy by the way. He seems to be getting along quite well with Blair."

"Aye!" said the two cats in unison before returning to their shared milkshake, staring lovingly into each other's eyes. The milkshake also had a fish sticking out of it.

"And this is Gray. Who appears to be missing his shirt and pants." Erza added angrily, causing Gray to frantically search for where his clothes had gotten off to before putting them back on.

"Please tell me that's not normal." Soul deadpanned. The current conversation was then wonderfully derailed by Black Star, in typical Black Star fashion.

"Hey, pink hair guy! You should fight me so I can show you how much better I am than you!" Black Star challenged, causing a vein to almost pop in Natsu's head.

"Did he really just say that?" Lucy asked.

"He gets so excited when he makes new friends." Tsubaki smiled.

"Oh now you've got me all fired up!" Natsu shouted. "Let's take this outside."

"Sounds good to me, although I bet I could kick your ass anywhere!"

As the two hotheads stepped out onto the street, Insidious quietly ordered something from the menu that looked like it was tasty.

"So what are you getting?" Erza asked, seemingly unbothered by the fact that Natsu was about to fight someone.

"I really have no idea." Insidious said, hanging his head slightly. "I just thought the picture looked good."

"You still can't read?" Soul asked, a large sweatdrop appearing on the back of his head.

Outside, the battle between Black Star and Natsu had begun. As Black Star charged, Natsu countered with a fire punch that sent Black Star sprawling. Leaping back to his feet, Black Star launched himself into the air before coming down with a kick which landed straight into his chest. Natsu stood his ground and shouted.

"Fired Dragon Flame Elbow!"

Natsu's fist connected with Black Star's own and the two started trading blows, each punch becoming increasingly powerful.

"So who do you think is gonna win?" Liz asked, leaning back onto the bench.

"I dunno. But Kid would win against both of 'em!" Patty smiled.

"It would be wise not to underestimate our friends Patty." Kid said. "After all, you do remember the last time we underestimated Insidious."

"Yeah. You were pretty good at that." Insidious smirked.

As the battle raged before them, Insidious' order had arrived. It was a giant slice of something dark brown with a delicious scent coming off it. Taking an experimental bite, Insidious' eyes widened.

"This. Is. Amazing." He said before quickly taking another bite of the cake.

After Insidious had finished the cake, Natsu and Black Star had stopped fighting. Apparently they had arrived at some form of mutual respect and the fact that they were both too injured from Maka's beating earlier that morning.

"Say Insidious, shouldn't you visit Sophia?" Kid asked.

Insidious dropped the fork he had been holding. He'd forgotten all about her. Leaping up out of his chair, Insidious disappeared up the street.

"Hey! Where are you going?" Erza shouted. Lucy stared at Insidious before realising something.

"He didn't pay for his cake, did he?"

*v*v*v*

*v*v*v*

As Insidious ran up the road, he saw someone step out of Sophia's Bakery. Red Hair. Sharp suit.

"Spirit." Insidious said, attracting the attention of the Death Scythe.

"I heard you were back in town." Spirit said, turning to face Insidious, revealing a large red handprint on the side of his face.

"I don't think I need to ask how well your incessant flirting is going." Insidious smirked, causing Spirit to nurse his injury.

"I guess getting killed by one Kishin wasn't enough for you huh?" Spirit said. "I've heard about this Zombie Kishin thing. But from what I've been told it isn't much of a Kishin since we've had no reports of spreading Madness."

"Maybe whatever is happening in Las Vegas is connected to Anguish and the Zombie Kishin." Insidious said.

"Maybe. So, I guess you'll want to settle things?" Spirit asked, turning one of his arms into a scythe blade.

Insidious made a move to summon his Moonlight Duellist's Arms but stopped. Before he had died, he would have jumped at the chance to try and avenge his mother. In fact he had tried to before the confrontation with Asura. But had he really been thinking about revenge? Ever since he had died, the angry memories that so often clouded his mind had disappeared.

"I don't need to." Insidious said, walking past Spirit. "I've moved on. I realised that I've got something now that avenging my mother would never have brought me."

Spirit smiled as his arm returned to its normal form and began to walk away. "Glad to hear it. You be good, alright?"

Insidious breathed a heavy sigh as he stepped inside the bakery. It was painful to let something like that go, but if he didn't it would haunt him forever. The smell of fresh bread assaulted his nostrils as the delicious cooking smells wafted from the back room. Insidious walked over to the counted and tapped the bell with a gauntleted hand, the tinny chime ringing throughout the shop.

As soon as Sophia stepped through the backroom door she froze, dropping the tray of baked goods with a clang and putting her hands to her mouth.

"Hello Sophia." Insidious asked, a small tear forming in the corner of his eye.

"I… It can't be… Is it really you?" she asked, making her way past the glass counter before pulling Insidious into a rib crushing hug. "I thought you were gone forever!"

Insidious felt Sophia's tears falling onto his head, and he couldn't help but start to cry too. The two stood there for a good few minutes, just embracing each other like a mother and her lost child.

"I missed you." She said, wiping tears from her face.

"I missed you too." Insidious said. "How have you been?"

"I… I've been well. The, uh… The bakery is…" She trailed off, not knowing what to say next.

For at least an hour, they sat in silence before they started talking about what had happened to them. Tried to re-establish connections. Insidious also relayed to her his new life in Earthland, how he and Maka had been used in the creation of the Zombie Kishin and how it was brought back to their world.

"Well if you're going to fight this new Kishin, I'm coming too." She said bluntly.

"You know I don't want you to do that." Insidious said.

"Well I don't want to just sit here watching you fighting a giant monster that's threatening two universes. Besides, you know I can take care of myself."

"That's true." Insidious said, recalling their travels as his mind filled with nostalgia. "But it'll still be dangerous."

"I fight Kishin Eggs on a weekly basis and I helped you guys take down Asura. I think I can handle dangerous." Sophia grinned. "And Tsubaki's been showing me some cool tricks I can use in a fight."

The door to the bakery clattered open as Maka and Soul in scythe form entered the shop.

"Insidious, Sophia. We need to go!"

"What is it?" Insidious asked.

"Sid's just reported back! We need to go to Las Vegas right now!"

*v*v*v*

*v*v*v*

Insidious, Lucy and Kid were on the floor of one of Las Vegas' most congested casinos looking out for any trouble. Lucy was wearing a simple figure hugging red silk dress, Insidious was dressed in the same black suit that he had worn in the Akane Casino and Kid was wearing his normal suit, Liz and Patty walking beside him in their formal wear. Kid put a hand to his ear and contacted the others through their earpieces.

"Is everyone in position?"

"Beta team is in position." Soul's voice replied.

Maka, Soul, Black Star, Tsubaki and Sophia had made up the Beta Team covering the top floors of the casino while Gamma team were comprised of Erza, Natsu and Gray who were mingling in the bar and restaurant, The Gourmand. Omega team, Happy and Blair, were doing surveillance on the outside of the casino.

"Gamma team are ready." Erza said.

"Excellent. What about you Omega team?"

"Omega team are watching the street. We've got you covered boys!" Blair meowed.

"Perfect." Kid said. "The other Meisters of the DWMA are covering every casino in Vegas. Remember that they could strike at any time. So for now, we just have to blend in."

So for a length of time, the teams mingled in their areas and Happy and Blair kept an eye out on the street. Blair's eyes narrowed as she saw a short man in a top hat enter the casino.

"Psst, Happy. You see that man down there?"

"Aye. Do you think he's with Anguish?"

"Most likely. We have to tell this to Kid and the others."

*v*v*v*

*v*v*v*

Mosquio made his way through the crowded casino of people, keeping in mind the plan. It was alarmingly simple. Make all the humans in the casino flee the building and run into the streets, where they would be devoured by the Zombie Kishin. Mosquito then became aware that he was being followed by some of those brats from the DWMA. He'd better start the plan then.

*v*v*v*

*v*v*v*

As Insidious, Kid and Lucy neared Mosquito, an explosion came from the back of the casino.

"Terrorist attack!" someone shouted.

"Everybody outside!" another yelled, causing a stampede of people to rush towards the exits. Once they were outside, Meisters from the DWMA would guide them safely out of Las Vegas. That was the plan at least.

Soon the entirety of the casino was empty, and Mosquito in the middle of it. Insidious, Lucy, Kid, Liz and Patty glared at him from across the room.

"It's you. I thought you were destroyed along with Baba Yaga Castle." Kid said.

"I escaped. But how I did is of no importance now. What is important is now I will help Master Anguish destroy the DMWA and bring about a new reign of Madness." He said. "I don't think I'll bother with my form from one hundred years ago. I think I'll take care of you brats quickly so I can move onto the others. Ah yes, my form from two hundred years ago. Back when I was at my fastest, and my nose was at its finest."

Insidious stared in curiosity as Mosquito's tiny from begun to bulge and shift before elongating and bulging. His nose grew in length and more limbs sprouted from his body. When he was finished, Mosquito looked like some kind of giant insect with an extraordinarily long and sharp nose.

"That thing looks so disgusting." Lucy said squeamishly.

"I agree. It is an abomination that must be purged from the earth!" Kid scowled. "Liz, Patty."

"I'd be happy to." Liz said, similarly horrified at Mosquito's new appearance before she and Patty turned into guns.

"Requip: Moonlight Duellist's Arms." Insidious said, summoning the silver rapier and dagger. "If he's as fast as he says he is, then we need to be faster."

"Ignorant children! You'll never see your death coming!" Mosquito said before launching himself towards them. Kid only narrowly avoided impalement on Mosquito's nose, but he was thrown backwards along with Insidious and Lucy as Mosquito slammed into them before leaping onto a wall and scuttling onto the ceiling.

"How creepy can this guy get?" Lucy groaned as she got back to her feet. "Open, Gate of the Giant Crab! Cancer!"

After a loud single bell toll filled the air, a man with a ridiculous hairstyle and two pairs of scissors appeared.

"Hey baby. What's happenin'?" he asked. "Need a little off the top?"

"Not right now Cancer. I need you to cut that bug thing down to size!" she said, pointing at Mosquito.

"Whoa. Baby does that thing need restylin'." He said. "I'll get right on it."

"Hah! You'll never keep up with me." Mosquito growled before leaping from the ceiling, his nose aiming straight for Lucy.

Cancer immediately blocked the attack with his scissors.

"Not cool baby, not cool."

"You insolent whippersnapper! I'll drain every drop of blood from you!" Mosquito yelled.

"I think you've said enough, gramps." Kid said, aiming his pistols at Mosquito and firing off a few shots. Mosquito disappeared and reappeared on the other side of the room. "He dodged it!"

"You young brats never learn!" Mosquito growled. Kid fired off another volley of shots, causing him to scuttle up the wall. Cancer snipped at Mosquito with his sharp scissors and Insidious stabbed at with both rapier and dagger, trying to land a hit.

Insidious stood back and aimed a spell at the constantly moving Mosquito and a purple magic circle formed in front of his gauntleted hands.

"Shadow Restrict!"

Mosquito froze as Cancer rushed in, shearing his long nose clean off. Mosquito roared in pain as the appendage splattered on the ground, sending blood all across the velvet carpeted floor.

"Let's see you defeat us now without your precious nose."

Mosquito gritted his teeth and looked at Insidious with distaste. "Do you have a death wish boy? If that's the case, I'll be glad to oblige! Behold, my form from four hundred years ago, when I was at my most numerous!"


	8. Chapter 8

Mosquito's body shifted and changed before shrinking again to the size of an average adult. In fact, Mosquito looked more human than ever now. He was tall and wore an entirely black suit with a short white scarf. His now black hair had been slicked back and his red eyes burned with anger.

"Behold, my form from four hundred years ago. I went through all that trouble just to revert to this stage. Try to last at least four seconds."

Insidious readied his weapons, he felt something splash onto the side of his face. Wiping it from his face with his black silk glove, he saw that it was blood. Insidious looked in shock at Mosquito, who had Kid's dismembered arm in his hand! Kid screamed in pain as Lucy and Cancer stared in shock.

"Pathetic. I would have expected you to at least do better than this." Mosquito said, tossing Kid's arm to the floor. Insidious reached out with his shadows and latched onto Kid's arm.

"Shadow Pull." Insidious said, causing the dismembered arm to rocket towards Insidious who then skewered it with his rapier before holding it up to Kid's shoulder and carving a rune into his shoulder. "Heal."

Kid's flesh and bone knitted itself back together as the arm reattached itself and Insidious drew the silver rapier out from his arm, watching the droplets of blood fly back into Kid's bloodstream.

"Thank you Insidious." Kid said through gritted teeth. "I'll try not to let him surprise me again."

"You'd better not." Insidious said. "I can only do that one more time today."

"I'm sorry baby, but I've gotta split." Cancer said.

"What? You can't just abandon us!" Lucy said urgently.

"Sorry baby, but Loke's really persistent today." Cancer said before he started to glow and fade out of reality. In his place stood a well-dressed man with orange hair and blue tinted sunglasses.

"Sorry Lucy, but I don't think Cancer will be able to do much against an enemy like this." Loke said, adjusting his ring.

"Brat." Mosquito spat before raising his arm. "I'll slice you all to pieces. Let's see how you handle a swarm of eight thousand bats!"

From Mosquito's outstretched hand burst a stream of countless bat like creatures. Insidious ducked under the stream and threw one of the blackjack tables into the stream of bats, but it was splintered into kindling! Kid fired off a volley of shots, each of them missing the bats.

"They're too spread apart!" Kid shouted. "We need to get them in a group!"

"On it!" shouted Loke, before leaping up into the air and punching at the swarm of bats, a golden glowing trail following behind his fist. "O Regulus, grant me your strength!"

The bats retreated from the glow left my Loke's punch, even though he hadn't managed to hit any of them. Insidious immediately caught on. It was time to use the one magic technique that wasn't shadow based he had learned.

"Moonlight Serenade." Insidious said in a calm voice, crossing the silver rapier and dagger in front of him, the tips angled to the floor. Moonlight from the high windows caught in the silver weapons, causing them to glow. As Insidious moved the weapons, several white afterimages of the brightly glowing weapons stung Mosquito's eyes. The numerous bats retreated into Mosquito's body as he tried to shield his eyes.

"This is preposterous. A shadow mage using a light spell? I doubt it'll even put a scratch on me."

"There can never be shadows if there is nothing to cast them." Insidious said. "The brighter the light, the darker the shadows become."

Mosquito looked down at the floor as the sword and dagger became almost unbearably bright, and noticed that the shadows had indeed become almost impenetrable!

"Knuckle Shadow."

A fist made from pure darkness arced into Mosquito's back, and he was unable to disperse before it hit. Mosquito tilted forward and Kid leapt to the side, shooting for Mosquito. After taking a few shots to the chest, Mosquito was launched backwards where Loke punched him upwards. Mosquito fell into a row of slot machines, causing silver tokens to spew forth. Standing up from the wreckage, Mosquito now looked strangely amused.

"Well, if that's all it takes to defeat you." Mosquito said as he dusted off the shoulders of his suit. Insidious' eyes widened in alarm. He'd unknowingly told his enemy his weakness! Swarms of bats flowed from Mosquito's body and covered up the windows, as well as the fluorescent lights of the casino room, plunging it into darkness.

Insidious felt a fist slam into his stomach and he doubled over before a kick to his jaw send him crashing into a casino table. It was too dark for his eyes to see, and bright lights of Vegas had only hindered him! Insidious got up and he couldn't see anything! Closing his eyes, he tried to focus on the sounds surrounding him. He heard footsteps muffled by the carpet behind him. Insidious instinctively ducked under a punch and returned with a slice with the dagger, but it met only empty air. It was too dark to use shadow magic, he didn't know any runes that could help in this situation and he was completely helpless!

"Pumpkin, pumpkin, pum-pum-pumpkin, Jacko's Lanterns!"

A warm, flickering orange light from above filled some of the room from a giant orange candle suspended high in the air. The purple cat leapt onto Insidious' shoulder and Happy descended onto Lucy's.

"Blair! Did you do that?"

"Of course I did silly!" she said playfully, pawing at Insidious' cheek. "You guys looked like you needed a little mood lighting, so I thought I'd oblige. Happy and I will keep those bat thingies from snuffing out my candle. You and the others focus on swatting Mr Bug Bug."

Mr Bug Bug in question was standing at the opposite end of the darkened room, looking very annoyed. "Brats! I'll put you all in your place, starting with you, shadow wizard! Darkness Discord!"

Insidious looked down and saw in horror at a black circle that had been formed at his feet. Blair leapt off his shoulder as hundreds of bats began to swarm around him, screeching with an unholy volume. Insidious covered his ears and screamed, equal parts pain and desperately trying to blot out the painful sound. Blood rushed to Insidious' mouth as several of his organs ruptured and his insides turned to bloody pulp. After the swarm of bats dispersed, Insidious fell to the velvet floor with a muted thud.

"Insidious!" shouted Kid before he cursed under his breath. "Lucy, keep Mosquito occupied while I try to heal Insidious!"

"Alright!" Lucy said, unravelling her black whip. "Let's go Loke!"

"Don't bother, it'll be easier on yourselves if you just let me drink you all dry." Mosquito said in a mocking tone, sending a swarm of bats towards Lucy, but they were quickly dispersed by Loke's Regulus Magic.

Kid leapt over a blackjack table and knelt down beside Insidious, letting Liz and Patty transform back into their human forms.

"Liz, I need you and Patty to help Lucy destroy Mosquito. Have you finished fine tuning your Soul Resonance ability?"

"We haven't had time to test it yet, but it should work." Liz said. "Come on Patty, we've got a bug to squash."

"Yay! Aw, you're so cool when you're being brave big sis!" Patty said before leaping into her elder sister's hand.

While Kid used his Shadow Skull Arms to try and repair the internal damage inside Insidious, Liz and Patty charged towards Mosquito. Ducking another torrent of bats, Liz rolled behind an overturned table and fired off a few shots at Mosquito's head, but a wall of bats absorbed the shots!

"Mmm, you look delicious…" Mosquito observed casually, causing a shiver to run up Liz' spine.

'Wow, this guy really is a creep!' she thought.

A wave of bats rushed towards Liz, but Loke dispersed them with his light magic.

"Wow, thanks for the save." She said.

"Anything for you, my beautiful sweet."

"A battlefield is not a good place for flirting Loke!" Lucy shouted, trying to whip several bats flying around her head. One of the bats slammed into her back, sending her stumbling towards Mosquito. He grinned as he yanked her upwards by her blonde hair and pinned her arms to her side.

"But you look even better." Mosquito smiled maliciously, moving his face closer to Lucy's and revealing his sharp fangs. "I think I'll take the pleasure of drinking you whole instead of crushing you to a pulp like I did to your friend."

As Mosquito opened his mouth to bite into Lucy's neck, a blast of pink slammed into the side of his head. As Mosquito stumbled, Loke forced himself between him and Lucy and pushed Lucy out of the way before light engulfed his fist and a yellow magic circle formed in front of him.

"Regulus Impact!"

A lion shaped blast of light surrounded Mosquito, sending him crashing into the wall before the brilliance of the lion's light faded, plunging the edges of the room into darkness.

"Yeah! Don't mess with my big sis!" Patty shouted.

Bats swarmed around them again before rushing back towards Mosquito as he stumbled into the light. "I think we've played this game long enough." He coughed. "Nightmare Noise."

Liz ducked under the wide stream of bats and looked in horror when some of the table was blasted away when the stream of bats moved slowly towards her! Scrambling away, she stood up and spun Patty around her finger.

"You ready sis?"

"Ready when you are!" Patty giggled.

"Let's go, Soul Resonance!"

As the two sisters' souls connected, Patty's weapon form was engulfed in light and began to transform. The gun lengthened until it reached over Liz's shoulder and a triangular tip. The light dispersed, revealing a long black cylindrical tube with several nuclear warning signs on it, as well as the familiar skull design. At the end of the tube was a rocket with a bright yellow smiley face painted on the warhead.

"Death Cannon: Nuclear Warhead!" Liz shouted, aiming Patty's new weapon form at Mosquito. "Let's see you drink this, creep!"

Liz pulled the trigger and the warhead was sent soaring towards Mosquito. He was too slow to doge and was engulfed in a massive explosion, turning tables to splinters and scrapping slot machines. The explosion left behind a miniature mushroom cloud of smoke in the shape of a skull. Liz sat heavily on the floor as Patty turned back to her human form.

"Oh my gosh, that was sooo cool!" she gushed. "And when you did that roll under the bats, and they went *pshwreooowr, kikikiki*, and then, when we fired the warhead and it went all like *kaPWOOOORSH* that was AMAZING!"

Liz sighed slightly as her sister sat down beside her and she put an arm around her. "I knew I shouldn't have let you have that double espresso this morning. It's a miracle we were able to stay undercover before Mosquito showed up."

After briefly recovering, the four of them walked over to Insidious and Kid.

"How's he doing?" Lucy asked.

"I've restructured most of his internal organs. I just need a few more minutes, and then he'll be back on his feet."

"That's pretty incredible!"

"Just goes to show the powers of a Grim Reaper." Liz said.

"Hey uh, Liz? Are you sure that creepy vampire guy is really dead?" Patty asked. Liz and the others froze as they looked at the still standing Mosquito. His black suit had been torn and burned, his head was covered in burns and most of his slicked back hair was missing and he was bleeding heavily, but he was still alive!

"You brats… I should have… killed you all… when I… had the… chance." He huffed before straightening up and throwing his head back. "But now you've made me angry! I can see now that death won't be enough for you! I'll tear your guts out and drink your blood when it spills to the cold unforgiving ground, and I'll crucify you in plain sight of Death City while it burns to the ground! Nothing will stand once Master Anguish creates the New Kishin! Nothing!"

"Uh, Kid? You might want to hurry up with healing Insidious!" Liz said urgently.

"I'm going as fast as I can!" Kid said. "At this rate he'll be able to fight in roughly a minute."

"You kids won't last half that time! Not when you're fighting me at my prime!" Mosquito shouted. "I'm going to do something I promised I'd only use against the one responsible for Lady Arachne's death, but I can see now that this is more important! Behold my form from eight hundred years ago, the time when I was most incredible!"

As Mosquito's bloody and bruised body began its transformation, light flooded the room once more as the bats were absorbed back into Mosquito. From his body sprouted six long spindly legs and four clear wings tinted the colour of blood. Mosquito's body began to swell, bulge and elongate until it reached massive proportions. Finally, his eyes began to multiply until they looked like the segmented eyes of an insect and his nose lengthened and thinned until it was as thin as a needle.

"What an abomination!" Kid said as he looked at Mosquito's new form while healing Insidious.

Mosquito's voice had also changed to a deeper, more distorted pitch. "You won't be so disgusted when you're dead! Police Stinger Concert!"

Mosquito's wings buzzed, filling the air with noise as he was lifted into the air. Mosquito pitched forward and soared towards Insidious' downed form, but his syringe like nose was blasted out of the way by Liz in her weapon form with Patty at the trigger.

"Hey, that's not nice!" she shouted.

"I don't care!" Mosquito roared before tearing his nose out of the carpet and turning to face Patty. Lucy's whip coiled around Mosquito's nose and Lucy tried to tug it towards her, but Mosquito whipped his head backwards, sending Lucy soaring into the air. Mosquito then yanked down on the whip, sending Lucy crashing to the floor.

"Lucy!" cried Loke. "Damn it, you'll pay for that!"

"I'd like to see you try, pipsqueak!" Mosquito laughed before facing Loke, only to have Patty shoot at Mosquito's face and laughing maniacally every time she pulled the trigger.

"Bang, bang bang, bangbangbangbang!"

"Stupid child! As if you could hurt me with such attacks!" Mosquito roared as his wings started to buzz again, forming a wall of wind that pushed Patty into a wall, knocking her unconscious. Liz turned back into her human form and tried to shake her sister awake.

"Come on Patty, wake up! Your big sis needs you!"

Mosquito lunged towards the sisters with blinding speed, but Lucy's whip was faster. The black whip cracked into Mosquito's segmented eye, causing him to roar in pain and crash into the floor.

As the battle continued, Insidious' eyes flickered open.

"Good, you're awake." Kid said before looking over his shoulder at Mosquito. "I was afraid that we were going to lose you again."

"What the hell did he do to me?" Insidious groaned as he sat up.

"I'm not too sure, but we've got a bigger problem. Are you able to fight?"

"Most likely." Insidious said as he got to his feet. "Whoa. That's what Mosquito looked like eight hundred years ago? No wonder he changed his appearance."

"Now's not the time for joking around. I'll get Liz and Patty, you cover me." Kid said before summoning his skateboard and rolling around the battlefield.

Insidious looked at Mosquito and held a gloved hand out to his side. "Requip: Warlock Lance."

A huge black jousting lance appeared in Insidious' hand. The ornate tip of the lance curved off into large hooks and a central barbed spike jutted from the end. The counterweight was a glass jar that contained a viscous purple liquid. Insidious swung the lance around aiming at Mosquito.

"Warlock Thunderstorm!"

A purple glowing pentagram surrounded by Witch's Writing formed on the ground and from the triangles came five crackling columns of purple lightning. The columns arced to form a massive ball of purple energy before crashing down onto Mosquito. When the dust cleared, Mosquito was blackened and his wings had been torn to pieces, but he was still standing!

"Insects! You expected an attack like that to kill me?!"

With blinding speed, Mosquito rushed towards Insidious who was unable to dodge completely, and Mosquito's nose cut a gash in his shoulder. As the flesh and blood was taken up Mosquito's nose, his wings were repaired and most of the damage cause by the Warlock Thunderstorm was healed!

Insidious cursed and he charged. Mosquito was about to skewer Insidious when several shots from Kid knocked his nose away. Insidious let out a yell as he stabbed the lance into Mosquito, but when he drew it out, the wound closed over immediately!

"He's able to regenerate?" Lucy gasped.

"It probably takes him a lot of energy to regenerate, so if we just keep attacking him, he'll eventually run out of energy!" Kid said as he leapt over Mosquito's nose.

"Enough! I've had it with all of you! Police Stinger Concert!"

Mosquito's wings vibrated as his nose sharply extended, the buzzing sound becoming almost unbearably loud. Before Insidious could blink, he had been impaled on Mosquito's nose. Mosquito grinned in triumph as he tried to drain the blood from his body, but he felt nothing! Mosquito's eyes widened as Insidious' corpse turned to shadow and he felt something sharp stab into his abdomen. Mosquito collapsed to the ground and he roared in pain as Insidious withdrew the barbed lance.

"Now Kid!"

"Right." Kid said as he was lifted up into the air. "Let's go, Soul Resonance!"

Death the Kid's weapons glowed with a bright light as they changed, covering Kid's forearms. He aimed them forward, and light began to appear at the end of the barrels.

"Death Cannon."

Two orange balls of light rocketed towards Mosquito's giant body and exploded on impact, causing blood to spill out of Mosquito's mouth.

"It's over. You've lost old man." Insidious spat.

"I didn't think I'd have to revert this far." Mosquito grunted. "But I've still got one form left, from one thousand years ago, my teenage years! The time when I was most destructive!"

Insidious' eyes widened as he was pulled backwards by Lucy's whip as a giant column of blackness engulfed Mosquito. The darkness dissipated and there stood a young Mosquito. Insidious' eyes widened as he saw Mosquito's appearance. His wild black hair was held up by a long red headband, red eyes burning with hatred. In Mosquito's hand was a demonic looking flying V guitar, hands ready to play. His wrists were covered in spiked black wristbands and he wore a sleeveless red shirt with a crossed out peace sign. He wore torn black jeans with a low slung studded black belt and scuffed, dirty looking sneakers.

Insidious looked at Mosquito. It was like he was looking in a mirror.

"I can see you understand now." Mosquito said in a much younger, more arrogant and rude voice. "You are one of my brother's descendants."

"What are you talking about?" Insidious said as he got up.

"You really don't know your own family lineage? How disappointing." Mosquito said, absentmindedly tuning the guitar. "I would have at least thought that my brother's great great great great granddaughter would have told you your family history before she was murdered."

Insidious slammed the tip of the lance into the richly carpeted casino floor. "Cut the crap! Tell me who I am already!"

Mosquito smiled nastily. "You are a descendant of my brother, one of the most powerful wizards who ever lived. I don't want to spoil the surprise, so I'll just send you to hell so you can meet him yourself! Nightmare Sound!"

Insidious braced himself as shockwaves rippled from the guitar, ripping up the carpet, destroying tables and slot machines and sending them all flying backwards. Lucy slammed into a wall and fell forwards, knocked unconscious. With her magic no longer working, Loke soon vanished as well. Kid leapt to his feet again and fired at Mosquito, who blocked them with the guitar before running at Kid, the electric guitar raised at his side. Mosquito brought the guitar across, slamming it into Kid's side and sending him hurtling into a wall, almost demolishing it. Liz turned back into her human form and aimed Patty at Mosquito, but she was knocked aside as well by another swing of the guitar. Insidious raised the lance above his head and threw it with a yell straight at Mosquito.

He ducked the lance and it stabbed into a wall. Insidious cursed as Mosquito ran towards him. Insidious put his gloved hands in front of him and a magic circle formed. "Guard Shadow!"

"That won't work you dumbass!" Mosquito yelled as he brought the guitar through the wall of shadows before flipping it around and thrashing on the strings, sending multiple shockwaves through Insidious' body. Insidious was launched backwards and he thudded onto a blackjack table, breaking it in half. "How about you just quit now? Master Anguish has already won."

"What the hell are you babbling about now?" Kid said as he freed himself from the rubble.

"I'm saying that your precious little Meisters weren't enough! The Zombie Kishin's probably eaten every single soul in Las Vegas by now!" he laughed.

"You lie." Kid spat. "My father would never allow that to happen."

"Yap yap yap little bitch. Just shut up, you're worse than friggin' Giriko!" Mosquito shouted from across the room.

Insidious stood up and raised his hands. "Requip: Shadow Scythe."

The black scythe appeared in Insidious' hands and he twirled it around before slamming the butt into the floor.

"If you really think you can stop me now, think again." Mosquito said, raising the guitar up again.

"I don't think I can. I know I can." Insidious said, raising the scythe behind him. "If what you say is true, and the Zombie Kishin has devoured everyone in Las Vegas, then we'll kill it before it can destroy anything else."

Kid looked at Insidious and noticed something happening. 'What's happening to his soul's wavelength?' he thought. 'It's like he's resonating with himself!'

The black blade of the scythe grew as shadows coiled around it until the blade became a huge size, easily as big as Insidious' whole body. A blood red catlike eye at the centre of the blade opened wide, revealing the bloodshot veins at its edges. The surface of the dark blade shifted and warped, looking like a void into darkness.

"Black Hunt!" Insidious shouted before charging at Mosquito. "Because I'm sure as hell not gonna allow you to get away with this!"

"Bring it on!" Mosquito roared, raising up his guitar and swinging it at Insidious.

The two instruments of destruction clashed. The ebony blade of Black Hunt bit into Mosquito's guitar and Black Hunt grew a little, the energy contained within hungering for destruction. Mosquito's eyes widened as Black Hunt sheared through his guitar and slashed into his torso, sending a geyser of blood into the air. Mosquito fell to his knees, the remnants of his guitar clattering the floor.

"So… this is the end." Mosquito coughed, sending blood onto the carpet. "I'm sorry… Lady Arachne."

Mosquito's body turned black and unravelled, revealing the pulsing red soul inside. Insidious looked at the soul in reflection. He had just killed one of the few living members of his family. Even if he was evil, Insidious promised that he would bury Mosquito's soul.

But not now.

They had to find the others. They had to find Anguish. They had to destroy the Zombie Kishin.

A/N

A/N

A/N

Hello loyal readers! How've you been?

Now, before everyone starts screaming at me about the craziness of Mosquito's form from 1000 years ago let me explain to you my head cannon.

Mosquito's transformations are from separate time periods in his life, so it's logical to assume that his personality is changed to that age whenever he reverts back to them. And around the ages of punk rock, Teenage Mosquito was all like "Screw harps and lyres! Gimme one of those things!" and his current form had to oblige.

Peace out!


	9. Chapter 9

Sorry for the long wait everyone! I really hope this chapter makes up for my frankly inexcusable lateness. I had a bad case of Writer's Apathy combined with Writer's Block. It sucked pretty hard. Well, enough of my waffling. Enjoy!

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After Lucy had woken up, Insidious, still carrying the Shadow Scythe, Lucy, Kid, Liz, Patty, Happy and Blair ran through the casino towards The Gourmand.

"So are you sure what he said is true?" Insidious asked Kid as they ran through the hallways. "Has the Zombie Kishin really eaten everyone in Las Vegas?"

"I can't sense any souls outside this casino, so it's not entirely impossible." Kid scowled. "We can deal with that later. Right now we need to regroup and contact my father."

The group burst through the restaurant door to find Maka, Black Star, Sophia, Natsu, Erza and Gray standing in the centre of the room, facing down what looked like a slightly smaller version of the Zombie Kishin from underneath the Tower of Heaven!

"Is that…" Kid said.

"It's not the Zombie Kishin. It feels different from the real Zombie Kishin, even though it looks like the original. I think it might be some kind of copy." Insidious said. "I don't know how it could have happened though. It took an Etherion charged lacrima to make the first one!"

The Kishin Copy roared and charged at Erza, who was wearing her Black Wing armour with a sword in one hand and a heavy looking spiked mace in the other. Erza dodged out of the way before slicing through the Kishin Copy's thick skin, splashing black blood onto the black stained carpet only for the wound to close up almost immediately.

"It just won't go down!" Natsu shouted, delivering another fire punch to the beast's twin heads.

"Keep attacking it!" Erza shouted, smashing the Kishin Copy in one of its shark like jaws with a swing of her mace before requipping both weapons for a long spear.

"Ice Make: Floor." Gray said, casting a spell to turn the floor into a single sheet of ice. The Kishin Copy slid around for a while before thudding onto the icy floor. "Now Erza!"

Erza soared into the air before speeding downwards, stabbing the spear straight through the creature's skull. The great beast roared and eventually fell silent before turning to ash and collapsing to the floor. The three wizards and Sophia sat down heavily, trying to regain their breath.

"Where are the others?" Natsu huffed.

"We don't know. They haven't been responding to radio." Kid said, inspecting the earpiece before putting it back in. "We'll have to search for them on the upper levels."

"No need." sounded a voice from the door. The group turned around and saw Maka, Soul, Black Star, Tsubaki and Sophia enter the room, all of them looking bruised and bloody.

"What happened to you guys?" Gray asked.

"We had a run in with that stupid immortal werewolf." Soul spat. "He would have finished us off too if he hadn't accidentally frozen himself."

Sweatdrops appeared on the heads of almost everyone in the room upon hearing this.

"Well now that we're all back together we should contact Lord Death. I'm sure he'll want to know what happened here." Maka said, tying a bandage around her arm.

"Right." Kid said, pulling out a hand mirror and contacting his father. "Father, are you there?"

"Hello Kid." Came Lord Death's voice, but it had a much darker, more gravelly tone. It sent a shiver down the spines of everyone present. "I know what has happened. Stein has reported everything to me."

"y-Yes. So what must we do now?"

"Return to the DWMA. There we will prepare for the next battle. It is undoubted that Anguish will try to take the fight to us, since we are in possession of the object he desires. "

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The Meisters, Weapons, Mages and Sophia had gathered in the Death Room after they had all recovered. Spirit and Stein had also joined them. Lord Death had regained his usual voice and demeanour and was explaining his plan to them.

"Alright gang, listen up. There are three things we know for sure. Number One: we failed to protect a single soul in Las Vegas, so now the Zombie Kishin pretty much qualifies as a real Kishin. Number Two: we know that Anguish wants the Book of Eibon and its contents. Number Three: he's going to attack us here in order to get to it." He explained.

"So we just wait around here until we can kick his ass?" Black Star asked.

"That's just about it." Death said. "Though about your peculiar request Insidious…"

"He was one of the few members of my family I had." Insidious said with a neutral tone. "Even if he was our enemy once, I see no reason why he shouldn't have a proper funeral."

Death considered this before speaking again. "Alright. As per your request, Mosquito will be buried on top of the hill alongside your mother."

"So, how will we protect the Book of Eibon?" Stein asked.

"I had a feeling you were going to ask me that. But in case Anguish actually gets that far into Death City, we'll have you and one of our top students guarding the entrance to the library. I will personally guard the book along with Death Scythe. Until such a time, we must remain on guard. Nobody is to leave the walls of Death City until the Kishin threat is destroyed and Anguish is apprehended. Dismissed."

The group nodded and turned to leave, with the exception of Spirit and Stein who stayed behind to talk with Lord Death further.

"So what are we going to do now?" Natsu asked. "I could go for some hot charcoal."

"We train of course! Duh!" Black Star said. "I wanna be on top of my game when I turn that patchwork bastard into paste!"

"No rest for the wicked then?" Insidious chuckled. "I suppose training is a good idea. But we can't tire ourselves out too much. Anguish might strike at any moment."

"Exactly." Maka said. "We should probably do some soul resonance practice then."

"Screw that! I've got a rematch with Pinky here!" Black Star said, almost leaping onto Natsu. A dust cloud was thrown up as the group, intentionally or not, found their sparring partners until only Insidious and Sophia remained.

"Well… That just happened." Sophia observed. Insidious resisted the urge to bury his face in his gauntleted hand. The last time he did that he almost gave himself a concussion.

"So what now?" Insidious asked, turning to Sophia.

"Well, I want to show you what I've learned these past few months that you've been gone. Let me just go back to the bakery to pick up my things." She said before opening a window and leaping out of it, leaving Insidious slightly bewildered before he vaulted out of the window after her.

"You haven't told me where we should be meeting!"

*v*v*v*

*v*v*v*

Insidious and Sophia faced each other in one of the dojo like training rooms in the DWMA. Insidious was wearing his regular outfit while Sophia's battle costume was significantly different.

While scanty in some places, (Which Insidious found slightly annoying) the boots were now covered in dull silver plates and two small silver pauldrons adorned her shoulders, partially hidden underneath a small brown mantle, which Insidious suspected was the remnants of the traveling cloak he had given Sophia, was draped over her back and secured by a skull brooch. The gloves also had leather reinforcement on the palms and the backs of her hands and a thick belt was strapped to her waist with many different pouches and bags attached to it. On the back of the belt were strapped two black leather sheaths, with Sophia's sickles resting inside.

Her weapons had still stayed the same, though they looked a lot better maintained than when Insidious had given the sickles to her. Before, they were rusting in some places and the blades were nicked slightly, but now Insidious could clearly see his face in the sharp looking grey blades.

"Well, show me what you've learned." Insidious said, summoning his Warlock Lance.

"Looks like I'm not the only one with new toys." Sophia smiled, drawing a gloved hand out of one of the pouches on her belt.

'When did she…' Insidious thought before something was thrown at his feet and a thick cloud of smoke filled the air.

Instinctively, Insidious ducked under one of Sophia's swipes with her sickles and he rolled out of the fog of war. Jabbing into the smoke, he was surprised when Sophia was balanced like a gymnast on the end of Insidious' lance before kicking him in the face with her iron shod heel. Insidious reeled back and almost dropped his lance before regaining his footing and rubbing his face with his gauntleted hand.

"You're playing with me aren't you?" he asked, rubbing a newly formed bruise.

"A little." Sophia giggled, holding up a length of chain not connected to the sickles. "By the way, you have something on your leg."

Sophia had her chain curled around one of Insidious' legs! She pulled and Insidious was thrown off balance and sent to the floor. Sophia leapt in to strike him, but he melded into the shadows and reappeared a short distance away.

"That's cheating!" she protested, freeing her sickles from the dojo floor.

"And smoke bombs aren't?" Insidious retorted. "I can see I'm going to have to be a little quicker. Requip: Moonlight Duellist's Arms."

The Warlock Lance turned white and shrunk before splitting into the silver dagger and rapier as Insidious shifted into his fencing stance. Sophia smiled again as she ducked low and threw one of the sickles. Insidious jumped over it but the second sickle only narrowly missed his head as Sophia threw it. Insidious landed on the ground and ducked as the two spiked chains rattled overhead. The spiked chains descended on him and he scurried closer to Sophia and slashed at her with the dagger. But Sophia was quicker and nimbly dodged out of the way before delivering a quick jab to Insidious' jaw.

The Shadow Double exploded into darkness and the real Insidious descended quickly from the roof, landing on top of Sophia. Insidious was about to call victory, but a huge smoke cloud billowed around both of them as another smoke bomb was set off, this one tinted red. Insidious' eyes stung and he began hacking and wheezing, trying to get a breath.

"Damn it, what is this?" he coughed before covering his mouth and nose with his cloak.

"Chilli Powder Smoke Bombs." Sophia's voice came from outside the cloud. "I've got a whole load more I've been itching to try out."

Eyes streaming, Insidious eventually found his way out of the cloud. But Sophia was nowhere to be seen!

"Trap Star."

Insidious heard the rattle of chains only just before they caught him. The spikes of the chains grated against Insidious' gauntlets as they tightened around him. Insidious could see Sophia rushing towards him, but he quickly melded into the shadows and reappeared behind her. He thrust at Sophia with the silver rapier, but Sophia quickly turned and caught it with one of her sickles before swinging at Insidious with the other. Insidious blocked the attack with his dagger, but he underestimated Sophia's golem strength. While trying to block the swing, he accidentally hit himself in the jaw and stumbled backwards!

"Damn. I'd forgotten how strong I'd made you." Insidious remarked, rubbing his cheek.

"Don't think that it's just you that made me strong. Ever since the Kishin I've been training hard!" Sophia said, reaching into her pouch again and throwing several shurikens at Insidious. As he dodged out of the way of the flying blades, Sophia swung at Insidious with a yell. Insidious blocked the attack with his armoured forearm, but he was sent sliding backwards by the force of the blow. Sophia wasn't finished however and charged at Insidious.

"Knuckle Shadow."

A purple magic circle appeared in front of Sophia as fists of darkness slammed into her stomach. Surprised by the blow more than hurt by it, Sophia stumbled slightly giving Insidious the time he needed. Insidious leapt to his feet and started to move, but his leg was anchored to the ground by a length of chain!

"What the hell?"

Sophia righted herself and kicked Insidious' side, sending him hurtling across the dojo. Insidious caught himself before he hit the wall, but he was outside the boundaries.

"I guess I win." Sophia smirked.

"I guess." Insidious admitted. "You have gotten a lot stronger and faster."

"Tsubaki's a really great teacher." She said before sliding the sickles into the leather sheathes on her belt.

Insidious dispelled his weapons and looked over to the other people who were training or sparring. Erza was still struggling to find someone who would spar with her (everyone had heard of what she did to the last person she sparred with. Nobody in the Academy was sure that Ox or Havard would recover.), Natsu, Black Star and Tsubaki were still going at it, Spirit was starring lecherously between Sophia, Erza and Lucy, and speaking of Lucy, she and Kid, Liz and Patty were watching a fairly close battle between Gray, Maka and Soul.

"I wonder if we'll all survive the battle with the Zombie Kishin." Insidious sighed, sitting down on a nearby bench.

"Where did that come from? Of course we'll survive!" Sophia said. "We survived last time."

"I didn't. I died trying to save something. Someone. I just hope I don't have to do the same thing this time."

*v*v*v*

*v*v*v*

Death the Kid was uneasy. And for once, it wasn't about symmetry. No, he had not felt like this since he was hunting Magic Tools for his father. Kid walked through the empty halls of the DWMA towards his father's Death Room.

Once he got there, his father gave him the usual greeting.

"Heya Kid. Wazzup? Why the serious face?" Death asked.

"Sorry Dad, but there's something important I need to ask you." Kid said. "It's about Asura. More specifically, his weapon."

"Ah, I see. You're worried if the Zombie Kishin or Anguish get their grubby ol' mitts on Vajra, then they'll have access to a fragment of Asura's power."

"Precisely."

"Well allow me to put those fears to beddie byes. You see Kid, after Maka punched Asura to death, Vajra became just a sharp hunk of metal infused with Madness. While this is still dangerous in the wrong hands, it shouldn't make that much of a difference for the Zombie Kishin."

"Still, we mustn't rule out the possibility that Anguish will try to take Vajra for himself. This may give him some kind of new way to channel his magic, and from what Insidious and Maka described, it is a very potent one."

"Hmm… Alright. I'll assign Kim Delhi, Ox Ford, Kilik Rung and their respective weapon partners to guard Vajra. And if you must know, it's down in the Magic Tool storage chamber. That'll be more than enough security for a secondary target like Vajra."

"Thank you Father." Kid said before turning to leave.

"Wait, Kid! There's one more very important thing I need to tell you." Lord Death called out.

"What is it?"

"Do try to get some sleep. You have so many bags under your eyes, I could have sworn you were going on vacation."

*v*v*v*

*v*v*v*

A few weeks had passed, and there was strangely little word of the Zombie Kishin. The wizards, meisters and weapons had gathered in Maka's apartment to talk. And Natsu and Happy heard there was free food.

"So what should we do for when the Zombie Kishin attacks?" Lucy asked.

"We fight it. Duh!" Black Star said, as if it was that simple. "If anything, we should be taking the fight to that thing!"

"Because that worked so well last time." Insidious grumbled, twirling a shadow around in his fingers.

"Ah boo hoo. You died, so what? You keep saying you got better!"

"That's not the point I'm trying to make." Insidious growled. "I only came back to life because of the guy we're trying to kill and his pet Kishin. If one of us dies this time, there's no coming back."

"He's right. We can't just rush into this with no idea of what we're doing." Soul said, leaning back on his chair.

"I concur. We must make a battle plan!" Erza proclaimed, clearing the entire table with a sweep of her arms before slamming down a map of the area around Death City. "From what I understand about this place, we are located here in Death City, while the place you call Las Vegas is to the East of here. Since that was their last known location, we should put some form of guard facing East, and a rear-guard on the other side of the city, to the west."

"Aren't we getting a little ahead of ourselves?" Soul asked, slightly peeved that his glass of water that was on the table was now covering his front.

"It's probably best we come up with some form of plan." Kid said, moving closer to the table and joining in the strategic talk.

"I'm not one for strategy. Let's go find something to eat Happy." Natsu said, getting up from the table with two cats trotting after him.

Quick as a flash, Erza had gotten up, crossed the room and hooked her arm around Natsu's neck before dragging him back to the table. "You're not going anywhere. Remember the last time we had a strategy meeting and you didn't at least listen?"

Natsu grumbled and sat back down as Insidious stared off into the distance out the window. Whatever strategy they could come up with, it would ultimately be replaced with a plan constructed by the DWMA strategists. If they could even make up a plan in time. The Zombie Kishin was out there and could strike at any time. It was more likely that the Zombie Kishin would become a full Kishin before it even attacked. But why did it want to attack? Insidious was too busy thinking to notice that someone had walked through the door.

"Maka, I'm home… GAH! What are you doing here?!" shouted a familiar pink haired meister.

Insidious saw Crona's pink hair and instinctively summoned his black rapier, but Maka put a hand out to stop him.

"It's okay Insidious, it's just Crona." Maka said in a calming voice. Insidious dispelled the rapier and sat back down before returning to his thoughts.

Crona edged closer to Maka and whispered quietly to her. "Maka, what's he doing here? I thought you said he died! We visited his gravestone one day, remember?"

"Stranger things have happened Crona." Maka responded before returning to the battle planning.

As evening turned to night, Insidious felt the need to see the city. While the others were still planning, Insidious slipped out and flew into the sky. He eventually landed atop one of the three black spheres hovering above the DWMA. There he sat, watching the grinning moon climb across the sky, looking down on the sloped tile rooves of Death City. He looked out to the horizon and reflected on his past life. He could only barely make out the hill that his mother was buried upon in the gloom of the night.

Then he saw something. Well, he heard it before he saw it. Carried on the wind like a monstrous plague was the sickening roar of the Zombie Kishin, followed by the fetid stench of rotting flesh and bacteria laced breath. Insidious realised in horror and then fury as he realised that the source of the noise was coming from the burial hill. In an instant, he was up and flying, teeth grit as he raced towards the monster that would dare defile his mother's resting place!

*v*v*v*

*v*v*v*

Dust swirled around Insidious as he stomped towards the top of the hill, his black cloak swirling around him. His red eyes burned as looked up at the top of the hill, preparing himself for what he might see. As he got to the top of the hill, he saw a witch with an orange hat standing in front of the two gravestones holding what looked like an oversized boombox.

"I've been waiting for you to get here." She said, dumping the boombox into the dust. "Now we can get started."

"I remember you. You're that witch I let live in Baba Yaga Castle." Insidious said before narrowing his eyes further. "So why are you here?"

"I serve a new master. Master Anguish is going to use the Zombie Kishin to raze Death City to the ground. After that, he'll use it to find the Book of Eibon and drag the two worlds together! Hundreds of thousands will die in the initial collision, and millions more in the surely ensuing wars. All of this Madness and chaos will turn Anguish into a god!"

Insidious' face turned to a scowl as he held out his hands and summoned the demonic longsword and took a step forward, only to hear a loud explosion coming from Death City!

"It's already begun." The witch giggled. "The world will become a wasteland! A Wasteland that Witches will control, ruled over by Anguish!"

Two questions roiled around in Insidious' mind. Leave this witch and help defend Death City, or destroy her now for defiling sacred ground. After careful consideration, he chose the former. Insidious turned to leave, but a hand burst from the earth and grabbed onto his ankle! He stabbed his sword into the arm holding his leg, but no damage appeared to be done to it! Even when he drew the sword out, the wound closed up and there was no evidence of the attack at all!

"What the hell?"

"We're not letting you leave here that easily." The frog witch grinned. The hand around Insidious' ankle twisted and shifted until it looked like a werewolf claw. The ground cracked as the rest of the werewolf burst out from the ground, roaring terribly.

*v*v*v*

*v*v*v*

The scene of Death City was chaotic to say the least. Buildings were burning and crumbling, people were running and screaming and the Meisters were struggling to keep everyone under control. Meanwhile, the wizards of the Fairy Tail Guild were fighting off hordes of monsters that they had never seen before.

"What are these things?" shouted Natsu before bathing one in the flames of his Fire Dragon Roar.

"No idea! Just keep hitting them!" Gray shouted in response before puncturing a group of them with ice crystals. The monsters destroyed by Natsu and Gray turned black and shrunk down into glowing red orbs.

Erza was slashing at the monsters left and right with two shining longswords, while Lucy was slinging them around with her whip while Taurus was demolishing them with his gargantuan axe.

"They just keep coming!" shouted Happy, who was hovering above the battlefield with Blair.

"But where from?" asked Natsu as he fire punched his way through the horde.

"I don't know!"

"Just keep fighting! If we let them through, then who knows what's going to happen to this city!" Erza shouted.

*v*v*v*

*v*v*v*

Maka, Black Star, Kid and their weapons had been sent to stem the tide of Kishin Eggs that were somehow flooding into Death City. Lord Death had speculated that the Zombie Kishin had somehow managed to spawn the Kishin Eggs, like a mushroom with too many spores.

"I still don't understand how it managed to do it, but I won't argue with the results." Kid said with distain as he blasted away the twisted looking Kishin Eggs with Liz and Patty.

Maka scythed through several Kishin Eggs in one swipe with Soul before braining another with Soul's metal shaft. "So if it's the Zombie Kishin spawning these Eggs, then where is it?"

"Well, bad guys always tend to use abandoned warehouses for some reason." Black Star said as he kicked one Kishin Egg into six more before cleaving through them all with Tsubaki in shuriken mode.

"Alright, we'll check the warehouses. But I think it would be more advantageous if we were to find Insidious and the wizards from Fairy Tail first." Kid said before obliterating a gap in the Kishin Egg wave with a well-placed Death Cannon blast.

"But where's Insidious?" Maka asked. "We haven't seen him since last night."

"He's probably okay. I mean, Sophia's been watching him like a hawk ever since she knew he was alive." Soul said.

*v*v*v*

*v*v*v*

Insidious was in a bad situation. He had thrown every trick he had at the werewolf, but he never even reacted! He broke free from the shadows and every physical attack just went right through him! Insidious had requiped to his warhammer to try and deal some blunt force damage, but that didn't seem to be helping either!

Insidious ducked under the werewolf's kick and he swung upwards with the hammer, breaking the werewolf's leg only for it to snap back into place! The werewolf's eye glowed as Insidious blended into the shadow of the night to avoid the green blast of magical energy.

As Insidious materialised again, a large explosion from behind him sent him rocketing forward, where the werewolf caught him with his fist and sent him flying into another direction. Insidious was sent sprawling to the ground before coughing up a spatter of blood. He stood up and tried to requip into his Black Paladin armour, but another explosion sent him flying again! He rolled as he landed and swung the hammer at the frog witch, but the werewolf leapt in front of the hammer, taking the hit before raking his claws over Insidious' chest. Insidious cried out in pain before he was kicked to the ground.

Before either party could move, a bright flash occurred, followed by a thick grey cloud of smoke. Insidious heard a cry as the frog witch was knocked to the ground followed by the werewolf. It took the cloud ages to clear, but when it finally did, Insidious saw that the frog witch was unconscious and the werewolf had been literally pinned to the ground with several iron spikes! And standing in between them was Sophia, who had a very aggravated look on her face.

"Are you alright?" She asked, helping him up.

"I think so." Insidious coughed before healing himself. "How is it that I got beaten half to death while you were able to take them down so quickly?"

"It's called the element of surprise." Sophia said. "And I was greatly surprised at your stupidity! Why did you have to go and run off on your own like that?"

Insidious sighed. He really didn't have an excuse. He knew what he did was stupid. The enemy knew him. They attacked his greatest weakness, his temper. Knowing this only made him angrier. The fact that they would go so far as to defile the dead to bring about Anguish's wishes.

"Well?"

"Sorry. Got lost in my own thoughts." Insidious said. "We need to get back to Death City. The others will probably want our help."


End file.
